SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                             ----------------------

                                   FORM 10-KSB

[ X ] Annual Report under Section 13 or 15(d) of the Securities  Exchange Act of
1934

                   For the fiscal year ended December 31, 2005

                                       OR

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

             For the transition period from ________ to ___________

                        Commission file number: 333-14477

                                SPORTSNUTS, INC.
                 (Name of Small Business Issuer in Its Charter)

<TABLE>
<S>                                                                             <C>

                      Delaware                                                               87-0561426
------------------------------------------------------                          --------------------------------------
            (State or Other Jurisdiction                                                    (IRS Employer
          of Incorporation or Organization)                                              Identification No.)

     10757 South, River Front Parkway, Suite 125
                 South Jordan, Utah                                                             84095
------------------------------------------------------                          --------------------------------------
      (Address of Principal Executive Offices)                                               (Zip Code)
</TABLE>



                                 (801) 816-2500
                 Issuer's Telephone Number, Including Area Code



Securities registered under Section 12(b) of the Exchange Act:  None

Securities registered under Section 12(g) of the Exchange Act:  None


<PAGE>




     Check  whether  the issuer is not  required  to file  reports  pursuant  to
Section 13 or 15(d) of the Exchange Act. [ ]


     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing  requirements for the past 90 days. Yes [X] No [
]

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of Regulation S-B is not contained in this form,  and no disclosure  will be
contained,  to the best of the  registrant's  knowledge,  in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

     Indicate  by check mark  whether  the  registrant  is a shell  company  (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] -

     The  Company's  revenues for the fiscal year ending  December 31, 2005 were
$638,525.

     The  aggregate   market  value  of  the  Company's  voting  stock  held  by
non-affiliates  computed by reference to the closing price as quoted on the NASD
Electronic Bulletin Board on February 10, 2006, was approximately  $200,000. For
purposes of this  calculation,  voting  stock held by officers,  directors,  and
affiliates has been excluded.


                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares  outstanding of each of the issuer's  classes of
common equity,  as of the latest  practicable date. As of February 10, 2006, the
Company had outstanding 121,674,854 shares of common stock, par value $0.002 per
share.


                       DOCUMENTS INCORPORATED BY REFERENCE

     None.


     Transitional Small Business Disclosure Format (check one)  [  ] Yes [x] No






<PAGE>







                                TABLE OF CONTENTS


PART I.........................................................................1

ITEM 1:  DESCRIPTION OF BUSINESS...............................................1

ITEM 2:  DESCRIPTION OF PROPERTY..............................................10

ITEM 3:  LEGAL PROCEEDINGS....................................................10

ITEM 4:  SUBMISSION ON MATTERS TO A VOTE OF SECURITY HOLDERS..................10


PART II.......................................................................11

ITEM 5:  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.............11

ITEM 6:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL....................12

ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE..........................................................33

ITEM 8A: CONTROLS AND PROCEDURES..............................................33

ITEM 8A: CONTROLS AND PROCEDURES..............................................33


PART III......................................................................34

ITEM 9:   DIRECTORS, OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16(A) OF THE EXCHANGE ACT.............................................34

ITEM 10:  EXECUTIVE COMPENSATION..............................................36

ITEM 11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANGEMENT AND
RELATED STOCKHOLDER MATTERS...................................................37

ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS......................38

ITEM 13:  EXHIBITS AND REPORTS ON FORM 8-K....................................39

ITEM 14:  PRINCIPAL ACCOUNTANT FEES AND SERVICES..............................39


INDEX TO EXHIBITS.............................................................40


SIGNATURES....................................................................42




<PAGE>


                                        1


                           FORWARD LOOKING STATEMENTS

     THIS ANNUAL  REPORT ON FORM 10-KSB,  IN  PARTICULAR  "ITEM 6.  MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION AND RESULTS OF  OPERATIONS"  AND
"ITEM 1. BUSINESS," INCLUDE  "FORWARD-LOOKING  STATEMENTS" WITHIN THE MEANING OF
SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THESE STATEMENTS
REPRESENT THE COMPANY'S EXPECTATIONS OR BELIEFS CONCERNING,  AMONG OTHER THINGS,
FUTURE REVENUE, EARNINGS, AND OTHER FINANCIAL RESULTS, PROPOSED ACQUISITIONS AND
NEW PRODUCTS,  ENTRY INTO NEW MARKETS,  FUTURE OPERATIONS AND OPERATING RESULTS,
FUTURE  BUSINESS  AND MARKET  OPPORTUNITIES.  THE COMPANY  WISHES TO CAUTION AND
ADVISE READERS THAT THESE STATEMENTS  INVOLVE RISK AND UNCERTAINTIES  THAT COULD
CAUSE ACTUAL  RESULTS TO DIFFER  MATERIALLY  FROM THE  EXPECTATIONS  AND BELIEFS
CONTAINED  HEREIN.  FOR A SUMMARY OF  CERTAIN  RISKS  RELATED  TO THE  COMPANY'S
BUSINESS, SEE "RISK FACTORS." UNDER "ITEM 1. DESCRIPTION OF BUSINESS."

     Unless the context  requires  otherwise,  references  to the Company are to
SportsNuts, Inc. and its subsidiaries.

                                     PART I.

ITEM 1:  DESCRIPTION OF BUSINESS

CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS  (CAUTIONARY  STATEMENTS UNDER
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995)

     The  disclosure  and  analysis set forth herein  contains  certain  forward
looking  statements,   particularly   statements  relating  to  future  actions,
performance or results of current and anticipated  products and services,  sales
efforts,  expenditures,  and financial  results.  From time to time, the Company
also provides forward-looking  statements in other publicly-released  materials,
both written and oral.  Forward-looking  statements provide current expectations
or  forecasts  of  future  events  such as new  products  or  services,  product
approvals,  revenues, and financial performance. These statements are identified
as any statement  that does not relate  strictly to historical or current facts.
They use words such as "anticipates," "intends," "plans," "expects," "will," and
other words and phrases of similar  meaning.  In all cases,  a broad  variety of
assumptions can affect the realization of the expectations or forecasts in those
statements. Consequently, no forward-looking statement can be guaranteed. Actual
future results may vary materially.

     The  Company  undertakes  no  obligation  to  update  any   forward-looking
statements,  but investors are advised to consult any further disclosures by the
Company on this subject in its  subsequent  filings  pursuant to the  Securities
Exchange  Act of 1934.  Furthermore,  as  permitted  by the  Private  Securities
Litigation Reform Act of 1995, the Company provides these cautionary  statements
identifying  risk factors,  listed below,  that could cause the Company's actual
results to differ  materially  from expected and historical  results.  It is not
possible to foresee or identify all such factors. Consequently, this list should
not be considered an exhaustive statement of all potential risks,  uncertainties
and inaccurate assumptions.


                                       1
<PAGE>




RISK FACTORS

     OPERATING RISKS

     DEFAULTS IN SENIOR SECURITIES. Effective February 1, 2000, the Company sold
and issued a promissory  note secured by virtually  all tangible and  intangible
assets of the Company ("Note") in exchange for $450,000 in cash proceeds.  As of
May 1, 2000,  the Company is in default with  respect to the Note.  Although the
Note holder continues to be supportive of the Company and its management, if the
holder of the Note  determines  to foreclose  upon the Note,  the Company  would
likely be forced to sell all of its  tangible and  intangible  assets to satisfy
the  obligation  represented  by the Note and  would,  therefore,  likely  cease
operations  entirely.  The Note and Security  Agreement  executed in  connection
therewith  have been filed as an exhibit to the Company's  1999 annual report on
Form 10-KSB filed with the Securities and Exchange Commission on March 30, 2000.

     DEPENDENCE ON KEY PERSONNEL.  The Company's success depends, in large part,
upon the talents and skills of its management and key personnel.  Kenneth Denos,
the Chief Executive Officer of the Company, has deferred his entire salary since
the second quarter of 2000, and has since provided legal and consulting services
to various of his clientele to supplement his income. As a result, Mr. Denos has
not been able to devote his full time and  attention  to the  activities  of the
Company  and will be unable to do so until the Company is able to pay him a full
salary on a regular basis. In addition,  to the extent that any of the Company's
key  personnel  are  unable or refuse to  continue  their  association  with the
Company,  a suitable  replacement  would have to be found.  The  competition for
qualified personnel in the computer software and programming markets is intense,
and there are limited  numbers of such qualified  personnel in the  metropolitan
Salt Lake City area.  There is no  assurance  that the Company  would be able to
find suitable  replacements for its existing  management  personnel or technical
personnel or that such  replacements  could be obtained for an amount affordable
to the Company.

     ADDITIONAL FINANCING REQUIRED.  The Company will likely require substantial
additional capital in the future for expansion, business development, marketing,
computer  software and systems,  overhead,  administrative,  and other expenses.
There is no assurance that the Company will be able to raise additional funds or
that financing will be available on acceptable  terms.  Lack of additional funds
could significantly affect the Company and its business.  Further,  funds raised
through  future equity  financing  could be  substantially  dilutive to existing
shareholders.

     COMPANY NOT  CURRENTLY  PROFITABLE.  The Company was  organized on July 12,
1996.  Since the date of its  inception,  the Company has  incurred  substantial
losses and has not yet generated a profit. To achieve any significant measure of
profitability, the Company must create substantial activity through its Web Site
to generate  revenues,  and there is no assurance that the Company will do so in
the future or that such revenue  generation  will ultimately lead to the Company
becoming profitable.

     RISK  OF  COMPUTER   SYSTEM   FAILURE.   The  success  of  the  Company  is
substantially dependent upon its ability to deliver high quality,  uninterrupted
access to its technology  applications,  which requires that the Company protect
its computer  hardware and software systems and the data and information  stored
in connection therewith. The Company's systems are vulnerable to damage by fire,
water (principally from overhead sprinkler systems that may be triggered by fire
or excessive heat within the building in which the Company and other  co-tenants
operate),   natural   disaster,   power   loss,   telecommunications   failures,
unauthorized   intrusion,   and  other  catastrophic   events.  Any  substantial
interruption  in the Company's  systems would have a material  adverse effect on
the Company's business, operating results, and financial condition. In addition,
the  Company's  systems  may be  vulnerable  to  computer  viruses,  physical or
electronic break-ins,  sabotage, or other problems caused by third parties

                                       2
<PAGE>

which could lead to interruptions, delays, loss of data, or cessation in service
to persons desiring to access the Company's Internet properties.  The occurrence
of any of these risks could have a material  adverse  effect upon the  Company's
business, results of operations, and financial condition.

     ELECTRONIC DATA TRANSMISSION SECURITY RISKS. A significant  barrier to the
electronic transmission of confidential data over the Internet is the perception
that such  data may not be  secure.  The  Company  relies  upon  encryption  and
authentication  technology  to provide the security  necessary to effect  secure
transmissions  of  confidential  information.  There  can be no  assurance  that
advances in decryption  technology,  computer espionage,  and other developments
will not result in a breach or compromise of the algorithms  used by the Company
to  protect  transaction  data  of  persons  accessing  the  Company's  internet
properties and internet properties of the Company's clients,  and therefore lead
to the  misappropriation  of such  data  by  third  parties.  Any  such  breach,
compromise, or misappropriation could damage the Company's reputation and expose
the Company to a risk of loss or litigation  and possible  liability,  and could
have  a  material  adverse  effect  upon  the  Company's  business,  results  of
operations, or financial condition.

     NO PROPIETARY PROTECTION FOR TECHNOLOGY. The Company's online registration
system, statistical information system, and the league management system are not
protected by any copyright or patent, and the Company does not anticipate filing
an application  with the United States Patent and Trademark  Office ("USPTO") or
the United States Copyright Office for protection of these systems. Although the
Company  believes  that  copyright  and patent  protection  for these systems is
either  cost  prohibitive  or  unnecessary,  it may be wrong.  If the Company is
wrong,  it could face  unexpected  expenses  pursuing,  defending,  or otherwise
becoming  involved in a copyright or patent  dispute,  any of which could have a
material adverse effect upon the Company's business,  results of operations, and
financial condition.

     UNCERTAIN  PROTECTION  OF TRADE NAMES AND RELATED  INTANGIBLE  ASSETS.  The
Company has  registered  the Internet  domain names,  "www.sportsnuts.com,"  and
"www.sportsnuts.net."  Given the lack of  financial  resources  available to the
Company during 2005, the Company has not pursued  trademark  applications of its
name and brand.  Consequently,  other  companies with names,  marks,  or slogans
similar to  SportsNuts  could seek to require that the Company  obtain a license
from them or  require  the  Company to change  its name,  either of which  could
entail substantial costs.  Additionally,  if the Company were requried to change
its name, it could lose all goodwill  associated with the "SportsNuts"  mark. In
addition,  future  products and  services  offered by the Company may need to be
marketed under different names if the mark  "SportsNuts"  causes  confusion with
another trade name being used by another  company.  The Company could also incur
substantial  costs to defend any legal action taken against the Company pursuant
to a trademark or service mark dispute. If any legal action against the Company,
its  asserted  trademarks,  or service  marks  should be found to infringe  upon
intellectual  property  rights of a third party,  the Company  could be enjoined
from further  infringement and could be required to pay damages.  In the event a
third party were to sustain a valid claim against the Company,  and in the event
a required  license were not available on  commercially  reasonable  terms,  the
Company's  financial  operations  and results of operations  could be materially
adversely  affected.  Litigation,  which could result in substantial cost to and
diversion  of  resources  of the  Company,  may  also be  necessary  to  enforce
intellectual  property  rights of the Company or to defend the  Company  against
claimed infringements of the rights of others.

     COMPETITION AND TECHNOLOGICAL  CHANGE.  The market for computer  technology
products,  services,  and  advertising  within the amateur sports market is new,
rapidly evolving,  and intensely  competitive and will continue to undergo rapid
technological  change.  The  Company  must  continue  to enhance and improve the
functionality  and  features  of its  online  services  and  sports  information
management software. New industry needs,  standards,  and practices have emerged
that threaten the

                                       3
<PAGE>

marketability of the SportsNuts technology services offered through its internet
properties and may render such services  obsolete.  Developing and enhancing the
Company's  proprietary  technology  entails  significant  technical and business
risks,  in  addition  to  substantial  costs.  If the  Company  faces  delays in
introducing new services,  products and  enhancements,  its users may forego the
use of the  Company's  services  and use those of its  competitors.  The Company
currently  competes with many other amateur sports  information  and product web
sites and the  Company  anticipates  competition  to  intensify  in the  future.
Barriers to entry are not significant, and current and new competitors have been
able to launch  new web sites and new  operations  quickly at a  relatively  low
cost.  Accordingly,  the Company  believes that its success will depend  heavily
upon  achieving   significant  market  acceptance  before  its  competitors  and
potential  competitors  introduce  competing  services.  Many  of the  Company's
competitors,  as well as potential  entrants  into the Internet  amateur  sports
market, have longer operating histories,  larger customer or user bases, greater
brand  recognition and significantly  greater  financial,  marketing,  and other
resources than the Company.  Furthermore,  several of the Company's  competitors
have acquired certain key sponsorships and  relationships  with a few well-known
amateur sports  organizations  which may impede the Company's growth and thereby
have  a  material  adverse  effect  upon  the  Company's  business,  results  of
operations, and financial condition.

     INVESTMENT RISKS

     SPECULATIVE INVESTMENT.  The shares of the  Company's  common  stock are a
speculative  investment.  To date, the Company has generated  substantial losses
and has yet to achieve a profit. If the Company fails to generate profits, it is
unlikely  that the Company will be able to meet its  financial  obligations  and
investors could lose their entire investments.

     SECURITIES  CLASS ACTION  CLAIMS BASED UPON PRICE  FLUCTUATION.  Securities
class action  claims have been  brought  against  issuing  companies in the past
after volatility in the market price of a company's securities.  With respect to
the Company,  such  litigation  could be very costly and divert the attention of
the Company's  management and resources,  and any adverse  determination in such
litigation could also subject the Company to significant liabilities, any or all
of which could have a material adverse effect on the Company's business, results
of operations, and financial condition.

     NO ACTIVE  MARKET.  Although  the  Company's  shares are traded on the NASD
Electronic  Bulletin Board,  the Company  believes that the public trading price
may be an inaccurate representation of the value of the Company because there is
little or no trading  volume in the  Company's  shares and no  analysts  or NASD
market makers actively follow the Company.

     NO  DIVIDENDS.  The Company  does not  anticipate  paying  dividends on its
Common  Stock in the  foreseeable  future,  and may be  restricted  from  paying
dividends in the future pursuant to subsequent financing arrangements.

     ANTI-TAKEOVER  PROVISIONS.   The  Company's  Certificate  of  Incorporation
contains  certain  provisions  which could be an impediment to a  non-negotiated
change in  control  of the  Company,  namely  an  ability,  without  stockholder
approval,  to issue up to 20,000,000  shares of preferred  stock with rights and
preferences determined by the board of directors, staggered terms for directors,
and  super-voting  requirements.  These provisions could impede a non-negotiated
change in control and thereby prevent  stockholders from obtaining a premium for
their Common Stock.

     SECURITIES  ELIGIBLE FOR PUBLIC TRADING.  All of the Company's  outstanding
shares are either freely tradeable or immediately eligible for resale under Rule
144  promulgated  pursuant to the Securities  Act of 1933, as amended.  Sales of
substantial  amounts  of  freely  tradeable  stock in the  public  market  could
adversely  affect the market  price of the Common  Stock.  The  Company has also
filed a  registration

                                       4
<PAGE>

statement  with respect to its 2000 Stock Option Plan, the result of which could
be the  sale of a  significant  number  of  shares  in the  public  market,  and
consequently,  an adverse  effect upon the public trading price of the Company's
Common Stock.

     PRIVATE LIABILITY OF MANAGEMENT.  The Company has adopted provisions in its
Certificate  of  Incorporation  which limit the  liability  of its  officers and
directors and provisions in its bylaws which provide for  indemnification by the
Company of its  officers  and  directors  to the  fullest  extent  permitted  by
Delaware  corporate law. The Company's  Certificate of  Incorporation  generally
provides that its directors  shall have no personal  liability to the Company or
its  stockholders for monetary damages for breaches of their fiduciary duties as
directors, except for breaches of their duties of loyalty, acts or omissions not
in good faith or which involve  intentional  misconduct or knowing  violation of
law, acts involving unlawful payment of dividends or unlawful stock purchases or
redemptions,  or any  transaction  from  which a director  derives  an  improper
personal benefit. Such provisions  substantially limit the shareholders' ability
to hold directors liable for breaches of fiduciary duty.

     POTENTIAL ISSUANCE OF ADDITIONAL COMMON AND PREFERRED STOCK. The Company is
authorized to issue up to 200,000,000  shares of Common Stock.  To the extent of
such authorization, the Board of Directors of the Company will have the ability,
without seeking shareholder approval, to issue additional shares of common stock
in the future for such  consideration  as the Board of  Directors  may  consider
sufficient. The issuance of additional Common Stock in the future may reduce the
proportionate  ownership and voting power of existing shareholders.  The Company
is also  authorized to issue up to  20,000,000  shares of preferred  stock,  the
rights  and  preferences  of which may be  designated  in series by the Board of
Directors.  To the extent of such  authorization,  such designations may be made
without  shareholder  approval.  The  designation  and  issuance  of  series  of
preferred  stock in the future would create  additional  securities  which would
have dividend and liquidation preferences over common stock.

     VOLATILITY  OF STOCK  PRICES.  In the event  that  there is an  established
public market for the Company's  Common Stock,  market prices will be influenced
by many factors and will be more subject to significant fluctuations in response
to  variations  in  operating  results of the Company and other  factors such as
investor perceptions of the Company,  supply and demand, interest rates, general
economic conditions and those specific to the industry, developments with regard
to the Company's activities, future financial condition and management.

     APPLICABILITY OF LOW PRICED STOCK RISK DISCLOSURE REQUIREMENTS.  The Common
Stock of the  Company  may be  considered  a low  priced  security  under  rules
promulgated  under the  Securities  Exchange  Act of 1934.  Under  these  rules,
broker-dealers participating in transactions in low priced securities must first
deliver a risk  disclosure  document which  describes the risks  associated with
such stocks,  the  broker-dealers's  duties, the customer's rights and remedies,
certain  market  and other  information,  and make a  suitability  determination
approving the customer for low priced stock transactions based on the customer's
financial situation,  investment experience and objectives.  Broker-dealers must
also disclose these  restrictions  in writing to the customer,  obtain  specific
written consent of the customer,  and provide monthly account  statements to the
customer. With all these restrictions, the likely effect of designation as a low
priced stock will be to decrease the  willingness  of  broker-dealers  to make a
market for the stock, to decrease the liquidity of the stock and to increase the
transaction  cost of  sales  and  purchases  of such  stock  compared  to  other
securities.


                                       5
<PAGE>

BUSINESS OVERVIEW


DESCRIPTION OF BUSINESS

     SportsNuts,  Inc. (sometimes referred to hereinafter as the "Company") is a
sports management and marketing company, with a focus on community-based amateur
athletics,  providing  unique  solutions to the challenges faced by athletes and
the  organizations in which they  participate.  Incorporated in Delaware on July
12, 1996, the Company helps organize and manage various sports events, providing
online   registration,   merchandise  sales,   event   sponsorship,   and  event
coordination.

     SportsNuts  endeavors  to make  events more  profitable  and  efficient  by
promoting  such events  through  various media  channels,  attracting  corporate
sponsorships,  and providing  technology  tools to decrease  administrative  and
personnel costs.

     The Company previously provided  technology-based services such as hosting,
email exchange  services,  and website design to sports and other  organizations
through   Synerteck   Incorporated,   the  Company's   wholly-owned   subsidiary
("Synerteck").  On  November  15,  2004,  Synerteck  was spun off, on a pro-rata
basis, to the shareholders of SportsNuts.  The spin-off is described in a report
on Form 8-K filed by the Company with the Securities and Exchange  Commission on
October 12, 2004.

     Beginning in February,  2004, the Company began offering  computer hardware
sales and related  services  through Secure  Networks,  Inc.,  its  wholly-owned
subsidiary.  The Company announced in 2004 its intention to focus exclusively on
the sports industry and,  consistent with the spin-off of Synerteck,  intends to
sell or spin-off Secure Networks in the future.

BUSINESS FOCUS

     The Company  targets  organized  sports  events with various  marketing and
technology services to increase consumer  satisfaction,  athlete  participation,
corporate involvement,  and purchasing opportunities.  The Company also seeks to
create   increased   awareness  of  participating   events  within   surrounding
communities.  Through its Internet properties, the Company provides online event
registration,  merchandise  sales,  event website  hosting,  and the issuance of
targeted  e-mails to sports  participants who have requested  information  about
upcoming  sporting  events.   Event   administrators  can  access  and  download
customizable  reports on their events,  requesting a full financial breakdown or
simply  creating  a report  that  displays  the name  and  t-shirt  size of each
participant.


RESEARCH & DEVELOPMENT

     GENERALLY.  Product development  expenses related to the Company's Internet
services consist primarily of payroll,  software and systems,  and related costs
for programmers and software developers. Product development expenses related to
the Company's  information  technology  consulting consists primarily of payroll
and systems  development for the web site hosting services.  Where  appropriate,
the Company  capitalizes  certain systems  development  costs in accordance with
generally accepted accounting principles.  The Company believes that significant
investments  in  product   development  are  required  to  remain   competitive.
Accordingly, the Company expects to incur increased expenditures with respect to
product  development  in future  periods.  The Company  seeks to recapture  such
expenses by pricing its products and services with  sufficient  margins to allow
for continued activities in these areas.

                                       6
<PAGE>

     SOFTWARE DEVELOPMENT. The heart of the Company's operations and services is
the sports information  management system user base. A database contains all the
detailed  information that the Company gathers on every person who registers for
a sports event through the Company's web site.  The database  software holds and
manipulates all such  information.  This database is built with Sequel software.
The Company has invested in this software in order to insure reliability as well
as scalability. For the size of the Company's computer systems and the volume of
throughput, Sequel databases are typically the fastest and are easily moved from
one computer  platform to another.  The database can efficiently  provide any of
the stored  information when it is automatically  requested by the Company's web
site,  software  applications or manually requested by an employee for corporate
use. When the  processing  demand of the database  servers is being taxed to the
pre-determined  limits,  the  Company  intends  to  move  the  database  to more
powerful,  alpha  processor-based  computer  systems  in order to  maintain  the
efficiency, speed and quality of service.


MARKET ANALYSIS/OPPORTUNITIES

     The market for products and services  among amateur  sports  enthusiasts in
the United  States is rapidly  evolving and intensely  competitive  with a large
number of competitors in the Internet sports industry. However, the niche market
in  which  the  Company  competes   possesses   relatively  few  amateur  sports
organizations  that can  provide a  comprehensive  marketing  and  technological
approach to organizations that seek to increase participation and attendance for
their events. However, there can be no assurance that the Company can maintain a
competitive  position  against  current or future  competitors as they enter the
markets  in  which it  competes,  particularly  those  with  greater  financial,
marketing,  service, support, technical and other resources than those possessed
by the Company.  The Company's failure to maintain a competitive position within
the market  could  have a material  adverse  effect on its  business,  financial
condition, results of operations and cash flows.

     THE REACH OF AMATEUR  SPORTS.  Amateur  sports in the  United  States has a
massive  following,  estimated  by the Company at 135 million  fans,  76 million
active  participants,  4 million  organized  teams,  and over $30 billion  spent
annually on products and services.

     Amateur  sports  touches  multiple  audiences  (athletes,   fans,  coaches,
officials, sports physicians,  athletic directors, community sports writers) who
generally want to enhance the experience for themselves and the participants. At
the  grass-roots  level,   amateur  sports  tends  to  generate  more  emotional
involvement  than any other  activity with the exception of academic  education.
The dreams of millions of athletes are pursued  through sports and many families
live  vicariously  through sports in various  supporting  roles.  Amateur sports
typically  require a substantial  investment of time and money.  The demographic
profile  of  amateur  sports   enthusiasts  is  therefore   strong  relative  to
recreational spending.

     THE  INTERNET.  Sports  has been a core  staple in the  development  of the
Internet.  Over thirty  million  users in the United  States access the Internet
each day for  sports-related  information.  The administration of amateur sports
organizations  and events and the information  management of amateur sports data
lend  itself to unique  marketing  approaches  that can be  greatly  facilitated
through various web-based solutions, but are currently not addressed efficiently
by any single organization.

     MARKET SEGMENTATION/USER NEEDS

     GENERALLY.  The Company has divided the grass roots  amateur  sports market
into three  specific  segments:  (i) Youth Sports (ages 5-13),  (ii) High School
Sports (ages 14-18),  and (iii) Adult Recreation Sports (ages 19+). As discussed
below,  the Company  believes that there are  approximately  76 million

                                       7
<PAGE>

persons  within these three  categories,  or roughly  thirty percent of the U.S.
population.  Each segment has specific  interests and needs,  but they all share
the common goal of improving the amateur  athletic  experience by  strengthening
coaching and playing skills and providing easier access to reliable  information
and quality products and services.

     YOUTH SPORTS.  The Company  estimated  that there are roughly three million
organized  youth sports teams in the United States.  Each team has an average of
12 players (36 million total  players).  However,  since most children play more
than one sport, the Company estimates that the number of unique  participants in
this segment to be 24 million.

     Youth sports are typically less organized and managed far less  efficiently
than high school or adult recreational sports. The registration,  rostering, and
scheduling process is costly and cumbersome for youth sports  organizations.  In
addition,  game and event information is usually difficult to obtain,  including
time and location of contest, profile of the opposing team, and a summary of the
event itself. Coaching at the youth sports level is often highly erratic, with a
large number of children either inspired by or alienated toward organized sports
for life  during  this  period.  Youth  coaches  require a variety of  resources
necessary  to improve the  quality of the  instructional  environment.  Finally,
youth sports are  constantly in need of funding for equipment,  facilities,  and
transportation.

     HIGH SCHOOL  SPORTS.  The Company  estimates  that there are  approximately
20,000 high  schools in the United  States,  with  approximately  25 teams of 20
athletes  each per school  across all sports and grade levels (10 million  total
players).  As with youth sports,  since most teens play more than one sport, the
Company  estimates  that the  number of  unique  participants,  together  with a
significant  number  of  non-athlete  participants  (e.g.  drill  team  members,
cheerleaders, and equipment managers) in this segment to be 8 million.

     Competition  becomes  significantly more important relative to youth sports
as athletes reach their teenage years. Nevertheless, current methods of tracking
the history or performance of an individual or team are difficult or impossible,
and broad comparison and ranking systems are largely unavailable.  Moreover, the
scouting process is often unreliable, time consuming, and cost prohibitive. High
school  athletes  desire  the  type of  tangible  performance  measurements  and
statistics available through the Company's sports information management system.
In addition,  those prep athletes with  aspirations to participate in collegiate
athletics  are  highly   interested  in   scholarship   and  college   placement
opportunities  afforded by  increased  exposure to college  recruiters.  As with
youth sports,  high school  sports  programs are also  chronically  underfunded.
Finally,  because of the increased intensity level of high school sports and the
resulting injuries, these athletes will likely require access to sports medicine
services, which is currently not available from any comprehensive source online.

     PARENTS/ADULT  RECREATION SPORTS. The Company estimates that the 32 million
children  and  teens  participating  in  amateur  sports  will have at least one
non-participant  supporter,  most likely a parent.  Although most youth and high
school  athletes  have more than one parent who follows their  activities,  many
parents  with  children  who play  sports  typically  have  more  than one child
participating in organized amateur sports. Many of these adults also participate
in recreational  sports  themselves.  The Company believes that an additional 12
million  adults who  participate  in  recreational  sports do not currently have
children engaged in amateur sports.  Accordingly,  the Company estimates that 44
million U.S.  adults follow a child who  participates  in amateur  sports and/or
personally participate in adult recreational sports.

     Because  competition  as well as exercise  is at the heart of adult  sports
participation,   a  source  for  statistical  information  is  likely  to  be  a
significant attraction within this category.  These persons are also more likely
to utilize sports medicine  services,  given their increased  susceptibility  to
aches, soreness, and injury due to age and increasing fragility. Sports-oriented
adults have  significant  purchasing power

                                       8
<PAGE>

relative to the youth sports and high school sports segment,  particularly  with
credit card  transactions  over the Internet.  Adults desire a wide range of and
sufficient  information  concerning  products and  services  that cater to their
interests.


INTELLECTUAL PROPERTY

     The Company has registered the Internet domain names, "www.sportsnuts.com,"
and  "www.sportsnuts.net."  Given the lack of resources available to the Company
during 2005, the Company has not pursued any trademark applications for its name
and brand.

     The Company's  online  registration and league  management  systems are not
protected by any copyright or patent, and the Company does not anticipate filing
an application  with the U.S.  Patent and Trademark  Office or the United States
Copyright  Office for protection of any of these  systems.  Although the Company
believes that  copyright and patent  protection for these systems is either cost
prohibitive or  unnecessary,  it may be wrong. If the Company is wrong, it could
face unexpected expenses pursuing,  defending, or otherwise becoming involved in
a copyright or patent dispute, any of which could have a material adverse effect
upon the Company's business, results of operations, and financial condition.

     Because the Company has no formal  trademark  protection,  other  companies
with names,  marks, or slogans similar to SportsNuts  could seek to require that
the  Company  obtain a license  from them or require  the  Company to change its
name,  either of which could  entail  substantial  costs.  Additionally,  if the
Company were required to change its name, it could lose all goodwill  associated
with the "SportsNuts" mark. In addition, future products and services offered by
the  Company  may  need  to be  marketed  under  different  names  if  the  mark
"SportsNuts"  causes  confusion  with  another  trade name being used by another
company.  The  Company  could also incur  substantial  costs to defend any legal
action  taken  against the  Company  pursuant  to a  trademark  or service  mark
dispute.  If, in any legal action against the Company,  its asserted trademarks,
or service marks should be found to infringe upon  intellectual  property rights
of a third party,  the Company could be enjoined from further  infringement  and
could be required to pay  damages.  In the event a third party were to sustain a
valid claim  against the Company,  and in the event a required  license were not
available on commercially  reasonable terms, the Company's financial  operations
and results of operations could be materially  adversely  affected.  Litigation,
which could  result in  substantial  cost to and  diversion  of resources of the
Company,  may also be necessary to enforce  intellectual  property rights of the
Company or to defend the Company against claimed  infringements of the rights of
others.


GOVERNMENT REGULATION

     There  are  currently  few  laws  or  regulations  directly  applicable  to
information  technology or electronic commerce. Due to the increasing popularity
and use of the Internet,  it is possible  that a number of laws and  regulations
may be adopted with respect to the Internet which could materially  increase the
cost of transacting  business on the Internet.  Although  transmissions from the
Company's Internet  properties  originate from the State of Utah, the government
of the United States and the  governments of other states and foreign  countries
might attempt to regulate such  transmissions  or assess taxes,  fees,  tariffs,
duties,  or other payments  against the Company,  its  affiliates,  or customers
purchasing  products or services through its internet properties of its clients.
Any such  regulations  or  assessments  could  adversely  affect  the  Company's
business, financial condition, and results of operations.


EMPLOYEES

                                       9
<PAGE>

     As of March 1, 2006, the Company  employed six persons on a part-time basis
and three persons on a full-time basis.  Competition for qualified  personnel in
the information  technology  industry is intense,  particularly  among technical
personnel in the Salt Lake City metropolitan area. The Company believes that its
future  success will depend in part on its continued  ability to attract,  hire,
and retain a sufficient number of highly skilled personnel.


REPORTS TO SECURITY HOLDERS

     SportsNuts is subject to the  information  requirements  of the  Securities
Exchange Act of 1934, as amended,  and in accordance  therewith  files quarterly
and  annual  reports,  as well as  other  information  with the  Securities  and
Exchange Commission  ("Commission")  under File No. 333-14477.  Such reports and
other  information  filed with the Commission can be inspected and copied at the
public  reference  facilities  maintained by the Commission at 450 Fifth Street,
N.W.,  Washington,  D.C. 20549 at prescribed  rates, and at various regional and
district  offices  maintained by the  Commission  throughout  the United States.
Information about the operation of the Commission's public reference  facilities
may be obtained by calling the Commission at 1-800-SEC-0330. The Commission also
maintains  a website  at  http://www.sec.gov  that  contains  reports  and other
information  regarding the Company and other  registrants  that file  electronic
reports and information with the Commission.


 ITEM 2:  DESCRIPTION OF PROPERTY

     The Company's executive offices are located in a 5,500 square foot facility
in south  Salt  Lake  County,  Utah,  twenty  minutes  from the Salt  Lake  City
International  Airport and adjacent to Interstate 15. The Company subleases this
facility  from an entity  controlled  by  Kenneth  Denos,  the  Company's  Chief
Executive Officer. Base rent for use of this facility is $500.00 per month, on a
month-to-month lease.

     The Company believes that the size of its executive offices is adequate for
its business,  technology, and operational needs for the intermediate future. In
the aggregate, however, the Company believes that additional office space may be
necessary in the near future to accommodate its growth.  The current  commercial
real estate market in Salt Lake City has  sufficient  capacity  that  management
believes that the Company should not experience  any  significant  difficulty in
procuring additional office space as needed.


ITEM 3:  LEGAL PROCEEDINGS

          None.


ITEM 4:  SUBMISSION ON MATTERS TO A VOTE OF SECURITY HOLDERS

          None.



                                       10
<PAGE>

                                    PART II.


ITEM 5:  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     (A) MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

          (1) MARKET INFORMATION.

     The Company's Common Stock is listed on the NASD Electronic  Bulletin Board
("Bulletin  Board") under the symbol "SPCI." The Company's stock has been traded
on the Bulletin Board since  approximately  January,  1997. As of March 1, 2006,
there was no active public market for the Company's  Common Stock. The following
table sets forth,  for the  periods  indicated,  the high and low closing  sales
prices,  as to Bulletin  Board  prices of shares of the  Company's  Common Stock
during the calendar year ended December 31, 2005:

<TABLE>
<CAPTION>

                                                     High                                             Low
---------------------------------------- ------------------------------------- --------------------------------------
<S>                                      <C>                                    <C>
Fourth Quarter 2005                      $ 0.0064                              $ 0.0045
---------------------------------------- ------------------------------------- --------------------------------------
Third Quarter 2005                       $ 0.011                               $ 0.005
---------------------------------------- ------------------------------------- --------------------------------------
Second Quarter 2005                      $ 0.065                               $ 0.0085
---------------------------------------- ------------------------------------- --------------------------------------
First Quarter 2005                       $ 0.035                               $ 0.003
---------------------------------------- ------------------------------------- --------------------------------------
</TABLE>

     The following table sets forth, for the periods indicated, the high and low
closing  sales  prices,  as to Bulletin  Board prices of shares of the Company's
Common Stock during the calendar year ended December 31, 2004:
<TABLE>
<CAPTION>

                                                     High                                             Low
---------------------------------------- ------------------------------------- --------------------------------------
<S>                                      <C>                                   <C>
Fourth Quarter 2004                      $ 0.02                                $ 0.008
---------------------------------------- ------------------------------------- --------------------------------------
Third Quarter 2004                       $ 0.008                               $ 0.008
---------------------------------------- ------------------------------------- --------------------------------------
Second Quarter 2004                      $ 0.013                               $ 0.008
---------------------------------------- ------------------------------------- --------------------------------------
First Quarter 2004                       $ 0.025                               $ 0.006
---------------------------------------- ------------------------------------- --------------------------------------
</TABLE>

          (2) HOLDERS.

     As of March 1, 2006, the Company had approximately 370 holders of record of
its Common Stock.

          (3) DIVIDENDS.

     The  Company  has not paid any cash  dividends  on its Common  Stock  since
inception  and does not  anticipate  paying cash  dividends  in the  foreseeable
future.  The Company  anticipates  that any future earnings will be retained for
use in developing and/or expanding the business.

     (b) RECENT SALES OF UNREGISTERED SECURITIES.

                                       11
<PAGE>

     As of December  31, 2005,  the Company had  outstanding  18,150,000  common
stock purchase options granted to various officers,  directors,  employees,  and
service  providers of the Company  pursuant to the  Company's  2000 Stock Option
Plan ("Plan").  The Company believes that the options granted under the Plan are
exempt from  registration  under the  Securities Act of 1933 pursuant to Section
4(2) of such Act.

     During  2000-2005 and continuing  into 2006,  Kenneth Denos,  the Company's
Chief Executive Officer, made various cash loans to the Company totaling $79,000
in the aggregate.  These loans are represented by unsecured  promissory notes of
the Company and bear interest at the rate of ten percent (10%) per annum.

     During  2000-2005 and continuing into 2006, the Company has accrued payroll
and other expenses owed to Kenneth Denos, the Company's Chief Executive Officer,
and other employees of the Company totaling  $1,061,318 in the aggregate.  These
accruals  are  unsecured  obligations  of the Company and the Company has issued
each  person  to  whom  service-based  compensation  is owed a  promissory  note
representing  such  payments.  Interest  is  scheduled  to accrue on these notes
commencing January 1, 2006 at the rate of eight percent (8%) per annum.


ITEM 6:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF OPERATIONS

     The  following  discussion  of  the  financial  condition  and  results  of
operations of SportsNuts,  Inc. and its  subsidiaries  (hereafter  collectively,
"SportsNuts"  or the "Company")  should be read in conjunction  with the Audited
Financial  Statements and related Notes thereto included herein. This discussion
may contain forward-looking  statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the  Securities  Exchange Act of 1934,
including, without limitation,  statements regarding the Company's expectations,
beliefs,  intentions,  or  future  strategies  that are  signified  by the words
"expects,"  "anticipates,"  "intends,"  "believes," or similar language.  Actual
results  could differ  materially  from those  projected in the forward  looking
statements.  Prospective investors should carefully consider the information set
forth  below  under  the  caption  "Risk  Factors"  in  addition  to  the  other
information set forth herein.  The Company cautions  investors that its business
and financial performance is subject to substantial risks and uncertainties.

OVERVIEW

     SportsNuts is a sports  management and marketing  company,  with a focus on
community-based amateur athletics,  providing unique solutions to the challenges
faced by athletes and the organizations in which they  participate.  The Company
helps organize and manage various sports events,  providing online registration,
merchandise sales, event sponsorship, and event coordination.

     SportsNuts  endeavors  to make  events more  profitable  and  efficient  by
promoting  such events  through  various media  channels,  attracting  corporate
sponsorships,  and providing  technology  tools to decrease  administrative  and
personnel costs.

     The Company previously provided  technology-based services such as hosting,
email exchange  services,  and website design to sports and other  organizations
through   Synerteck   Incorporated,   the  Company's   wholly-owned   subsidiary
("Synerteck").  On  November  15,  2004,  Synerteck  was spun off, on a pro-rata
basis, to the shareholders of SportsNuts.  The spin-off is described in a report
on Form 8-K filed by the Company with the Securities and Exchange  Commission on
October 12, 2004.

                                       12
<PAGE>

     Beginning in February,  2004, the Company began offering  computer hardware
sales and related  services  through Secure  Networks,  Inc.,  its  wholly-owned
subsidiary. The Company intends to focus exclusively on the sports industry and,
consistent  with the spin-off of Synerteck,  intends to sell or spin-off  Secure
Networks in the near future.

     The  Company's  principal  sources  of  revenues  are (i)  online  services
targeted to sports  organizations and their members,  (ii) offline  promotional,
management, and sponsorship services provided in connection with community-based
sports  events,  and (iii)  computer  hardware  sales.  The  ability to generate
revenues during the year 2006 and beyond depends substantially upon the revenues
relating to the Company's  amateur sports  business,  as the Company  intends to
spin-off  Secure  Networks  during 2006.  Expanding  revenues for the  Company's
amateur sports business will require significant systems development,  marketing
and personnel  costs,  which,  in turn,  requires  substantial  funding.  If the
Company is unable to obtain such funding,  its ability to generate revenues will
be significantly impaired.

     Expenses  which  comprise cost of goods sold are  principally  comprised of
offline costs  associated  with the management and promotion of sporting  events
which the company has an active  role.  Also  included in cost of goods sold are
commissions  paid  for  information  technology  consulting  contracts.  As more
organizations  utilize  the  Company's  technology  services,   future  expenses
included  in cost of  goods  sold  will be  personnel  and  materials  costs  to
administer  these  services,  as well  as  potential  fee  sharing  expenses  to
organizations  involved in sports event management,  and online registration and
administration.

     General and  administrative  expenses have been comprised of administrative
wages and benefits; occupancy and office expenses; outside legal, accounting and
other   professional   fees;   travel   and  other   miscellaneous   office  and
administrative    expenses.    Selling   and    marketing    expenses    include
selling/marketing  wages and benefits;  advertising  and  promotional  expenses;
travel and other miscellaneous related expenses.  R&D expenses consist mainly of
development  expenses  related to creating new technology  applications.  In the
future, the Company anticipates significant expenditures in business development
to create  strategic  alliances  with third  parties,  and in developing a sales
channel  to the  various  amateur  sports  organizations  throughout  the United
States.

     Because  the  Company  has  incurred   losses,   income  tax  expenses  are
immaterial.  No  tax  benefits  have  been  booked  related  to  operating  loss
carryforwards,  given the  uncertainty of the Company being able to utilize such
loss carryforwards in future years. The Company anticipates incurring additional
losses during the coming year.

RESULTS OF OPERATIONS

     Following  is  management's  discussion  of the  relevant  items  affecting
results of  operations  for the years  ended  December  31,  2005 and 2004.  The
results of operations  for 2005 have been affected due to the spin off of one of
the company's wholly owned subsidiaries,  Synerteck Incorporated, which occurred
in November of 2004. The affect on each category has been discussed below.

     REVENUES.  The Company  generated net revenues of $638,525  during the year
ended December 31, 2005, which represents a 23% decrease compared to $828,055 in
net  revenues  during the year 2004.  This  decrease  was  primarily  due to the
spin-off of Synerteck which contributed  $191,652 in revenues during 2004. These
lost revenues were partially  made up by another  subsidiary;  Secure  Networks,
which contributed $475,444 in revenues during 2005 compared to $437,219 in 2004.
Along with event administration,  other sources of revenue were the sales of the
Company's  online  services,  information  technology  consulting,  and computer
hardware sales.  Because of the spin-off of Synerteck,  the Company's  source of
revenues in 2006 will be related to sports events and services rendered pursuant
thereto and computer hardware and software sales.  Following the likely spin-off
of Secure  Networks in

                                       13
<PAGE>

2006, the Company's sole source of revenues will be related to sports events and
services rendered pursuant thereto.  Accordingly,  the Company  anticipates that
future overall consolidated  revenues will likely be substantially lower than in
prior periods.

     COST OF SALES.  Cost of sales for the year  ended  December  31,  2005 were
$408,842,  a 5%  decrease  from  $506,948  during the year 2004.  This  decrease
correlates to the decrease in revenues but the percentage change is lower due to
the change in sales mix.  The sales of  computer  hardware  during the year 2005
were $419,575  compared to $346,313 during 2004.  Hardware sales do not yield as
high a margin as other products offered by the Company thus  contributing to the
increased cost of sales  percentage.  Cost of sales were 75% of revenues in 2005
compared  to 61% in 2004.  The  Company  anticipates  that  cost of  sales  will
increase in 2006 as a result of  increased  revenues  associated  with  hardware
sales through Secure Networks, Inc. but will subsequently drop sharply following
the  spin-off  of Secure  Networks.  Other  costs of sales  consisted  of online
registration  services,  sports event management and promotional  services,  and
sales commissions paid in connection with hardware sales and leases.

     SALARIES AND CONSULTING EXPENSES.  Salaries and consulting expenses for the
year ended December 31, 2005 were $259,339,  a 29% decrease from $364,825 during
the year 2004.  This decrease was  principally  due to the spin-off of Synerteck
which  contributed  approximately  $68,408 in salaries and  consulting  expenses
during 2004.  The Company  also had expiring  warrants in 2004 which were issued
below market value resulting in an expense of $50,200.  Furthermore,  consulting
fees of $25,000 were incurred in 2004 in connection  with the integration of new
phone  systems and other  technology  services.  Management  continues to make a
concerted effort to decrease  certain costs  associated with personnel  salaries
and benefits and contract  labor.  Payroll expense  accounted for  approximately
$251,508  of  salaries  and  consulting  expenses  during  2005,  as compared to
$341,337 during 2004.

     PROFESSIONAL  FEES.  Professional fees for the year ended December 31, 2005
were  $31,098,  a 53% decrease  from  $65,918  during  2004.  This  decrease was
primarily  attributable to the spin-off of Synerteck  which incurred  $24,400 in
professional  fees in 2004. The Company  anticipates that professional fees will
increase as the Company prepares for the spin-off of Secure Networks.

     SELLING,  GENERAL  AND  ADMINISTRATIVE   EXPENSES.   Selling,  general  and
administrative  expenses were $258,464 for the year ended  December 31, 2005, as
compared  to  $322,776  during  2004,  a  decrease  of 20%.  This  decrease  was
principally  due to the  spin-off  of  Synerteck  which  contributed  $97,103 in
selling,  general and  administrative  expenses  during 2004. One of the largest
expense categories in general and administrative  expenses is rent and utilities
expense  which  went  from  $75,645  in 2004 to  $71,282  in 2005.  The  Company
anticipates  that rent expense will  decrease in 2006 due to the move into a new
office and the sharing of the rent and overhead  expenses  with other  entities.
This  anticipated  decrease  will be offset  by  increased  product  development
expenses related to the Company's  Internet  services which consist primarily of
payroll,  software and systems,  and related costs for  programmers and software
developers.  Product development  expenses related to the Company's  information
technology  consulting consists primarily of payroll and systems development for
the web site  hosting  services.  Where  appropriate,  the  Company  capitalizes
certain  systems   development  costs  in  accordance  with  generally  accepted
accounting  principles.  The Company  believes that  significant  investments in
product development are required to remain competitive. Accordingly, the Company
expects to incur increased  expenditures with respect to product  development in
future periods.

     OTHER  INCOME  (EXPENSE).  The Company had net other income of $712,555 for
the year ended  December  31,  2005  compared  to net other  expense of $121,162
during 2004.  The income was  attributable  primarily  from the  forgiveness  of
certain  debts of the Company  which  amounted  to $740,640 in 2005  compared to
$90,539 in 2004.  Other expenses  incurred were comprised  primarily of interest
expenses related to balances on Company credit cards and short term loans.

LIQUIDITY AND CAPITAL RESOURCES

                                       14
<PAGE>

     As of  December  31,  2005,  the  Company's  primary  source  of  liquidity
consisted of $66,703 in cash and cash equivalents. The Company holds most of its
cash reserves in local sweep accounts with local financial  institutions.  Since
inception,  the Company has financed its  operations  through a  combination  of
short and  long-term  loans,  and through the  private  placement  of its Common
Stock.

     The Company has sustained  significant net losses which have resulted in an
accumulated  deficit  at  December  31,  2005 of  $23,228,605  and is  currently
experiencing  a  substantial  shortfall in operating  capital which raises doubt
about  the  Company's  ability  to  continue  as a going  concern.  The  Company
generated net income for the year ended  December 31, 2005 of $350,069  compared
to a net loss in 2004 of $553,574.  The net income in 2005 was mainly the result
of the write off of certain  large debts of the Company  which will not occur in
the future.  The Company  anticipates a net loss for the year ended December 31,
2006 and with the expected  cash  requirements  for the coming  months,  without
additional  cash inflows from an increase in revenues  combined  with  continued
cost-cutting or a receipt of cash from capital investment,  there is substantial
doubt as to the Company's ability to continue operations.

     The Company believes these conditions have resulted from the inherent risks
associated  with the small  startup  technology-oriented  companies.  Such risks
include,  but are not limited to, the ability to (i) generate revenues and sales
of its products and services at levels sufficient to cover its costs and provide
a return for  investors,  (ii)  attract  additional  capital in order to finance
growth,  (iii) further develop and successfully  market commercial  products and
services,  and (iv) successfully  compete with other comparable companies having
financial,  production and marketing resources  significantly greater than those
of the Company.

     The Company has implemented stringent cost-cutting efforts and is presently
working with sources of investment  capital to fund  operating  losses until the
Company reaches profitability. Presently, however, the Company believes that its
capital resources are insufficient for ongoing operations,  with minimal current
cash reserves. The Company will likely require considerable amounts of financing
to make any significant advancement in its business strategy. There is presently
no agreement in place with any source of financing and there can be no assurance
that the Company will be able to raise any additional  funds, or that such funds
will be available  on  acceptable  terms.  Funds raised  through  future  equity
financing will likely be substantially dilutive to current shareholders. Lack of
additional  funds will materially  affect the Company and its business,  and may
cause the Company to cease operations. Consequently,  shareholders could incur a
loss of their entire investment in the Company.


                                       15
<PAGE>

ITEM 7:  FINANCIAL STATEMENTS REQUIRED BY FORM 10-KSB







                                    CONTENTS



Report of Independent Registered Public Accounting Firm.......................17

Consolidated Balance Sheet....................................................18

Consolidated Statements of Operations........................................ 20

Consolidated Statements of Stockholders' Deficit............................. 21

Consolidated Statements of Cash Flows........................................ 23

Notes to the Consolidated Financial Statements............................... 25















                                       16
<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------



Board of Directors
SportsNuts, Inc.
Draper, Utah

We have audited the accompanying consolidated balance sheets of SportsNuts, Inc.
as of December 31, 2005 and the related  consolidated  statements of operations,
stockholders'  deficit and cash flows for the years ended  December 31, 2005 and
2004. These  consolidated  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are  free  of  material  misstatement.  The  Company  has
determined  that it is not required to have, nor were we engaged to perform,  an
audit of its  internal  control over  financial  reporting.  Our audit  included
consideration  of  internal  control  over  financial  reporting  as a basis for
designing audit  procedures that are appropriate in the  circumstances,  but not
for the purpose of expressing an opinion on the  effectiveness  of the Company's
internal  control  over  financial  reporting.  Accordingly,  we express no such
opinion. An audit also includes examining,  on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
SportsNuts,  Inc. and  Subsidiaries as of December 31, 2005 and the consolidated
results of their  operations  and their cash flows for the years ended  December
31, 2005 and 2004 in conformity with accounting principles generally accepted in
the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 7 to the
consolidated  financial  statements,  the Company has negative  working capital,
negative cash flows from operations and recurring  operating losses which raises
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 7. The  consolidated
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.




Bouwhuis, Morrill & Company, LLC
Layton, Utah
March 23, 2006


                                       17
<PAGE>

                                SPORTSNUTS, INC.
                           Consolidated Balance Sheet

                                     ASSETS
                                     ------
<TABLE>
<CAPTION>

                                                                        December 31,
CURRENT ASSETS                                                              2005
                                                                        ------------
<S>                                                                     <C>

   Cash and cash equivalents (Note 1)                                   $     66,703
   Accounts receivable, net (Note 1)                                          57,583
   Advances due from related party (Note8)                                    22,212
   Prepaid expenses                                                           10,618
                                                                        ------------

        Total Current Assets                                                 157,116
                                                                        ------------

PROPERTY AND EQUIPMENT - NET (Note 1)                                         11,711
                                                                        ------------

OTHER ASSETS

   Goodwill, net (Note1 1)                                                    52,696
                                                                        ------------

        Total Other Assets                                                    52,696
                                                                        ------------

        TOTAL ASSETS                                                    $   $221,523
                                                                        ============

                     LIABILITIES AND STOCKHOLDERS' DEFICIT
                     -------------------------------------

CURRENT LIABILITIES

   Accounts payable                                                     $      71,445
   Due to related parties (Notes 8)                                           153,711
   Accrued expenses (Notes 1)                                               1,508,294
   Line of credit payable (Note 1)                                             28,771
   Notes payable, current portion (Note 3)                                    165,850
   Notes payable - related parties (Note 2)                                   704,190
                                                                        -------------

        Total Current Liabilities                                           2,632,261
                                                                        -------------

STOCKHOLDERS' DEFICIT

   Common stock, $0.002 par value; 200,000,000 shares authorized,
   121,674,854 shares issued and outstanding, respectively                   243,350
   Additional paie-in capital                                             20,764,999
   Stock subscriptions receivable                                           (161,750)
   Accumulated deficit                                                   (23,257,337)
                                                                        ------------

        Total Stockholders' Deficit                                       (2,410,738)
                                                                        ------------

        TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                     $    221,523
                                                                        ============
</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                       18
<PAGE>

                                SPORTSNUTS, INC.
                     Consolidated Statements of Operations
<TABLE>
<CAPTION>

                                                                            For the Years Ended
                                                                                December 31,
                                                                        ---------------------------
                                                                             2005        2004
                                                                        ------------  ------------
<S>                                                                     <C>           <C>


NET SALES                                                               $    638,525  $    828,055

COST OF SALES                                                                480,842       506,948
                                                                        ------------  ------------

GROSS MARGIN                                                                 157,683       321,107
                                                                        ------------  ------------

OPERATING EXPENSES

   Salaries and consulting                                                   259,339       364,825
   Professional fees                                                          31,098        65,918
   Selling, general and administrative                                       258,464       322,776
                                                                        ------------  ------------

        Total Operating Expenses                                             548,901       753,519
                                                                        ------------  ------------

LOSS FROM OPERATIONS                                                        (391,218)     (432,412)
                                                                        ------------  ------------

OTHER INCOME (EXPENSES)

   Interest expense                                                         (131,951)     (144,581)
   Impairment of goodwill                                                        -        (153,270)
   Interest income                                                             5,246           330
   Gain on settlement of debt (Note 1)                                       740,640        90,539
   Other income                                                               98,620        85,820
                                                                        ------------  ------------

        Total Other Income (Expenses)                                        712,555      (121,162)
                                                                        ------------  ------------

INCOME (LOSS) BEFORE INCOME TAXES                                            312,337      (553,574)

INCOME TAX EXPENSE                                                               -             -
                                                                        ------------  ------------

NET INCOME (LOSS)                                                       $    321,337  $   (553,574)
                                                                        ============  ============

BASIC AND DILUTED:
   Net income (loss) per common share                                   $       0.00  $      (0.01)
                                                                        ============  ============

Weighted average shares outstanding                                      119,757,046   104,673,073
                                                                        ============  ============
</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                       19
<PAGE>

                                SPORTSNUTS, INC.
                Consolidated Statements of Stockholders' Deficit

<TABLE>
<CAPTION>

                                                       Common Stock           Additional      Stock                       Total
                                                --------------------------     Paid-in     Subscriptions  Accumulated  Stockholders'
                                                   Shares        Amount        Capital      Receivable      Deficit       Deficit
                                                ------------  ------------  -------------  ------------  ------------  ------------
<S>                                             <C>           <C>           <C>            <C>           <C>           <C>

Balance, December 31, 2003                        98,624,854  $    197,250  $  20,179,305  $        -    $(23,025,100) $ (2,648,545)

Warrants/Options issued below market value               -             -           50,200           -             -          50,200

Shares issued for purchase of
 Secure Networks, Inc.                            2,500,000          5,000         22,500           -             -          27,500

Shares issued for debt payment                    8,150,000         16,300         24,450           -             -          40,750

Spin-off of Synerteck, Incorporated                     -              -           33,011           -             -          33,011

Sale of Sports Management Partners, Inc.                -              -          289,851           -             -         289,851

Exercise of stock options                         2,400,000          4,800         56,950       (61,750)          -             -

Net loss for the year ended
 December 31, 2004                                      -              -              -             -        (553,574)     (553,574)
                                                ------------  ------------  ------------  -------------  ------------  -------------
Balance, December 31, 2004                       111,674,854  $    223,350  $ 20,656,267  $     (61,750) $(23,578,674) $ (2,760,807)

Stock options compensation expense                       -             -          28,732            -             -          28,732

Exercise of stock options                         10,000,000        20,000        80,000       (100,000)          -             -

Net income for year ended
December 31, 2005                                        -             -             -              -         321,337       321,337
                                                ------------  ------------  ------------  -------------  ------------  ------------

Balance, December 31, 2005                       121,674,854  $    243,350  $ 20,764,999  $   (161,750)  $(23,257,337)   (2,410,738)
                                                ============  ============  ============  =============  ============  ============
</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                       20
<PAGE>

                                SPORTSNUTS, INC.
                     Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>

                                                                                For the Years Ended
                                                                                     December 31,
                                                                            --------------------------
                                                                                2005          2004
                                                                            ------------  ------------
<S>                                                                         <C>           <C>

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss)                                                           $    321,337  $   (553,574)
Adjustments to reconcile net income (loss) to net
 cash used in operating activities:
   Depreciation                                                                   41,028        44,345
   Warrants/options issued below market value                                     28,732        50,200
   Gain on settlement of debt                                                   (740,640)      (90,539)
   Loss on impairment of goodwill                                                     -        153,270
Changes in operating assets and liabilities:
   Accounts receivable                                                            91,021      (175,403)
   Advances due from related party                                                (2,336)       (3,431)
   Other current assets                                                           (3,388)       (1,230)
   Deferred revenue                                                                  -          (7,500)
   Accounts payable and accrued expenses                                         131,510       512,976
   Due to related parties                                                         22,761        18,462
                                                                            ------------  ------------

        Net Cash Used in Operating Activities                                  (109,975)      (52,424)
                                                                            ------------  -------------

CASH FLOWS FROM INVESTING ACTIVITIES:

   Purchase of property and equipment                                                -         (24,204)
                                                                            -----------  --------------

        Net Cash Used by Investing Activities                                        -         (24,204)
                                                                            -----------  --------------

CASH FLOWS FROM FINANCING ACTIVITIES:

   Change in line of credit payable                                                   199        11,806
   Proceeds from notes payable                                                     55,850           -
   Proceeds from notes payable - related parties                                  106,524        27,000
                                                                            -------------  ------------

        Net Cash Provided by Financing Activities                           $     162,573        38,806
                                                                            -------------  ------------

NET INCREASE (DECREASE) IN
 CASH AND CASH EQUIVALENTS                                                  $      52,598  $    (37,822)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                     14,105        51,927
                                                                            -------------  ------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                    $      66,703  $     14,105
                                                                            =============  ============
</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.


                                       21
<PAGE>

                                SPORTSNUTS, INC.
               Consolidated Statements of Cash Flows (Continued)
<TABLE>
<CAPTION>

                                                                                 For the Years Ended
                                                                                     December 31,
                                                                            --------------------------
                                                                                2005          2004
                                                                            ------------  ------------
<S>                                                                         <C>           <C>

SUPPLEMENTAL CASH FLOW INFORMATION

   Cash Payments For:

        Interest                                                            $      5,574  $     4,815
        Income taxes                                                        $        -    $       -

   Non-Cash Investing and Financing Activities

        Common stock issued for subscriptions receivable                    $   100,000   $    61,750
</TABLE>
















The accompanying notes are an integral part of these  consolidated  financial
statements.

                                       22
<PAGE>

                                SPORTSNUTS, INC.
                 Notes to the Consolidated Financial Statements
                           December 31, 2005 and 2004

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

     a.   Organization and Description of Business

     SportsNuts,  Inc. (the  "Company") was  incorporated  under the laws of the
     State of Delaware on July 12, 1996.  On April 15, 2001 the Company  changed
     its name from SportsNuts.com International,  Inc. to SportsNuts, Inc. Prior
     to the reorganization with SportsNuts.com, Inc. ("SportsNuts"), a privately
     held Delaware corporation,  on April 6, 1999, the Company had not commenced
     active business operations and was considered a development stage company.

     The  Company's  primary  business  is  providing  unique  solutions  to the
     challenges  faced by amateur  athletes and the  organizations in which they
     participate. The Company helps organize and manage a wide variety of sports
     events,   providing  online   registration  and  merchandise  sales,  event
     sponsorship,  event  coordination,  and online and offline  promotion.  The
     Company is the emerging technology leader in sports information systems and
     the only  organization  of its kind to compliment its technology  solutions
     with offline,  marketing,  sales, and support.  The Company's mission is to
     become  the  ultimate  resource  for  event  coordinators,  administrators,
     athletes, fans, and coaches.

     Effective April 15, 2001, the Company issued 3,800,000 shares of its common
     stock to acquire Rocky Mountain Sports Alliance,  Inc. ("RMSA") in exchange
     for all of the issued and  outstanding  shares of RMSA  common  stock.  The
     acquisition  was  accounted for as a purchase per APB No. 16. The RMSA is a
     sports  management firm located in Salt Lake City, Utah and currently holds
     the rights to a number of sports events throughout Utah and the surrounding
     intermountain  area.  Management  believes that the addition of the RMSA to
     the Company's  technology  solutions gives the Company a unique position in
     the amateur  sports  industry  in being able to provide  offline as well as
     online support to teams, leagues, and sports organizations.

     During February 2004, the Company  acquired Secure  Networks,  Inc. from an
     individual for 2,500,000  shares of SportsNuts,  Inc.'s common stock making
     it a wholly owned  subsidiary.  The purchase  agreement  also  provides for
     issuance of up to an additional  2,500,000  shares in each of the following
     three  years.  The  actual  number  of  shares  yet to be  issued  will  be
     determined by formula in each of these three years. Goodwill of $52,696 has
     been recognized as a result of this  acquisition.  As of December 31, 2005,
     we have determined that there has been no impairment of goodwill.

     b.   Accounting Method

     The Company's  consolidated  financial  statements  are prepared  using the
     accrual  method of  accounting.  The Company has elected a December 31 year
     end.

     c.   Cash and Cash Equivalents

     Cash  Equivalents  include  short-term,   highly  liquid  investments  with
     maturities of three months or less at the time of acquisition.

                                       23
<PAGE>

                                SPORTSNUTS, INC.
                 Notes to the Consolidated Financial Statements
                           December 31, 2005 and 2004

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

     d.   Property and Equipment

     Property  and  equipment  are  stated at cost.  Expenditures  for  ordinary
     maintenance  and repairs  are  charged to  operations  as  incurred.  Major
     additions and improvements are capitalized.  Depreciation is computed using
     the  straight-line  and accelerated  methods over estimated useful lives as
     follows:

                Computer hardware                         3 years
                Computer software                         3 years
                Office equipment                          7 years

     Depreciation  expense  for the years ended  December  31, 2005 and 2004 was
     $41,028 and $44,345, respectively.

     e.   Accounts Receivable

     Accounts receivable are recorded net of the allowance for doubtful accounts
     of $7,991 and $10,292 as of December 31, 2005 and 2004, respectively.

     f.   Revenue Recognition

     Substantially all of the Company's sales are on a  cash-for-service  basis.
     Occasionally,  sales  are  made  on  account  for the  sale of  promotional
     merchandise.  Revenue is recognized  upon completion of the service or upon
     delivery of the goods.

     g.   Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements  and the  reported  amounts of revenues  and expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.

     h.   Advertising

     The  Company  follows the policy of charging  the costs of  advertising  to
     expense as  incurred.  Advertising  expense  is  included  in  selling  and
     marketing expenses in the consolidated statements of operations.

     i.   Goodwill

     Based on SFAS No.  142,  the Company has  determined  that the  goodwill of
     $52,696  associated  with the  acquisition  of Secure  Networks will not be
     amortized  and there has been no  impairment of goodwill as of December 31,
     2005.

                                       24
<PAGE>

                                SPORTSNUTS, INC.
                 Notes to the Consolidated Financial Statements
                           December 31, 2005 and 2004

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

     j.   Basic Net Loss Per Share
<TABLE>
<CAPTION>

                                                                            For the Years Ended
                                                                                December 31,
                                                                 -----------------------------------------
                                                                        2005                   2004
                                                                 ------------------    -------------------
<S>                                                              <C>                   <C>

      Basic net income (loss) per share:

            Income (Loss) (numerator)                            $        321,337      $       (553,574)
            Shares (denominator)                                      119,757,046            104,673,073
            Per share amount                                     $           0.00      $          (0.01)
</TABLE>

     The basic income  (loss) per share of common stock is based on the weighted
     average  number of shares issued and  outstanding  during the period of the
     financial  statements.  Common  shares to be issued from  preferred  stock,
     warrants,  and options are not  included in the  computation  because  they
     would  have an  antidilutive  effect on the net  income  (loss)  per common
     share.

     k.   Provision for Taxes

     The Company  accounts for income taxes under the provisions of Statement of
     Financial Accounting Standards (SFAS) No. 109, Accounting for Income Taxes,
     using the liability method.  The estimated future tax effect of differences
     between the basis in assets and liabilities for tax and accounting purposes
     is accounted for as deferred  taxes.  In accordance  with the provisions of
     SFAS No. 109, a valuation allowance would be established to reduce deferred
     tax assets if it were more  likely  than not that all or some  portion,  of
     such deferred tax assets would not be realized.  A full  allowance  against
     deferred tax assets was provided as of December 31, 2005.

     At December 31, 2005 the Company had net operating  loss  carryforwards  of
     approximately  $14,000,000 that may be offset against future taxable income
     through  2025.  No  tax  benefits  have  been  reported  in  the  financial
     statements,  because the potential  tax benefits of the net operating  loss
     carry forwards are offset by a valuation allowance of the same amount.

     Due to the change in  ownership  provisions  of the Tax Reform Act of 1986,
     net operating loss  carryforwards for Federal income tax reporting purposes
     are subject to annual limitations.  Should a change in ownership occur, net
     operating loss carryforwards may be limited as to use in the future.

     l.   Research and Development

     The Company follows the policy of charging  research and development  costs
     to expense as incurred.

     m.   Stock Options and Warrants

     The Company has not  implemented  the  provisions  of FASB  Statement  123R
     "Share Based Payment" as permitted by the  statement.  As permitted by FASB
     Statement  123  "Accounting  for Stock  Based  Compensation",  the  Company
     elected to measure and record  compensation cost relative to employee stock
     option costs in accordance with Accounting Principles Board ("APB") Opinion
     25, "Accounting for Stock Issued to Employees," and related interpretations
     and make pro forma  disclosures  of net income  (loss)  and basic  earnings
     (loss) per share as if the fair value method of valuing  stock  options had
     been  applied.  Under  APB  Opinion  25,  compensation  cost  is

                                       25
<PAGE>

NOTE 1 -  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

     m.   Stock Options and Warrants (Continued)

     recognized for stock options  granted to employees when the option price is
     less than the market  price of the  underlying  common stock on the date of
     grant. As of December 31, 2005, there were 18,150,000  options  outstanding
     which were  granted to  employees,  all of which were  granted at  exercise
     prices equal to or above the market price on the grant date.

     For  purposes  of the pro  forma  disclosures  and to  measure  and  record
     consideration  paid to  non-employees  in the  form  of  stock  options  or
     warrants,   the  Company  applies  FASB  Statement  123,   "Accounting  for
     Stock-Based Compensation",  which requires the Company to estimate the fair
     value of each dilutive instrument (stock options and warrants) award at the
     grant date by using the Black-Scholes option pricing model.

     n.   Gain on Settlement of Debt

     The gain on  settlement  of debt arises from the  write-off  of certain old
     accounts  payable by the Company in pursuant  to a legal  opinion  from the
     Company's  attorney and CEO. The Company is  continuing  to negotiate  with
     additional  creditors to settle  other old accounts  payable at a discount.
     The gain on settlement of debt associated  with this write-off  amounted to
     $740,640 at December 31, 2005.

     o.   Line of Credit

     The  company  has one line of credit  outstanding  at  December  31,  2005.
     Following are the details of the line of credit:

     Line of credit is due on demand.
     Available credit line                                      $         34,000
     Interest rate                                                            8%
     Balance outstanding at December 31, 2005                   $         28,771

     p.   Reclassifications

     Certain amounts in the accompanying  consolidated financial statements have
     been  reclassified  to  conform to the  current  year  presentation.  These
     reclassifications  have no material  affect on the  consolidated  financial
     statements.

     q.   Accrued Expenses

     Accrued expenses consisted of the following at December 31, 2005:

     Accrued compensation                                      $         975,239
     Accrued interest                                                    484,938
     Other accrued expense                                                48,117
                                                               -----------------
     Total accrued expense                                     $       1,508,294
                                                               =================

                                       26
<PAGE>

NOTE 2- NOTES PAYABLE - RELATED PARTIES
<TABLE>
<CAPTION>

        Notes payable - related parties consisted of the following:
                                                                                             December 31,
                                                                                                 2005
                                                                                           ----------------
<S>                                                                                        <C>

        Note payable to a shareholder, secured by tangible
         and intangible assets of the Company,
         interest at 16%, principal and interest due
         April 1, 2000, past due. Note is convertible into
         common stock of the Company at $.10 per share.                                     $       450,000

        Note payable to a related individual, secured
         by tangible assets of the Company, interest at 16%,
         principal and interest due May 4, 2000, past due.
         Note is convertible into common stock of the
         Company at $1.00 per share.                                                                20,000

        Notes payable to related individuals, unsecured,
         interest at 10%, due on demand.                                                           183,916

        Notes payable to a related individual, unsecured,
         interest at 13%, due on demand.                                                            21,500

        Notes payable to a related individual, unsecured,
         interest at 24%, due on demand.                                                            26,774

        Notes payable to a related individual, unsecured,
         non interest bearing, due on demand.                                                        2,000
                                                                                           -----------------

                Total notes payable - related parties                                               704,190

                Less: current portion                                                              (704,190)
                                                                                           -----------------

                Long-term notes payable - related parties                                  $             -
                                                                                           =================


         Maturities of notes payable - related parties are as follows:

                  Year Ending
                  December 31,                                                                 Amount
              ------------------                                                           -----------------

                    2006                                                                   $        704,190
                                                                                           ------------------

                    Total                                                                  $         704,190
                                                                                           ==================
</TABLE>

                                       27
<PAGE>

                                SPORTSNUTS, INC.
                 Notes to the Consolidated Financial Statements
                           December 31, 2005 and 2004

NOTE 3 - NOTES PAYABLE
<TABLE>
<CAPTION>

         Notes payable consisted of the following:
                                                                                                  December 31,
                                                                                                      2005
                                                                                                ----------------
<S>      <C>                                                                                    <C>

         Note payable to an individual, secured by tangible
          assets of the Company, interest at 16%,
          principal and interest due May 1, 2000, past due.
          Note is convertible into common stock of the
          Company at $1.00 per share.                                                           $        20,000

         Note payable to an individual, unsecured,
          interest at 10%, principal and interest due
          June 26, 2000, past due. Note is convertible into
          common stock of the Company at $1.00
          per share.                                                                                     25,000

         Note payable to an individual, unsecured,
          interest at 18%, principal and interest due
          August 15, 2001, past due. Note is convertible
          into common stock of the Company at $0.25
          per share.                                                                                    50,000

         Notes payable to individuals, unsecured, interest
          at 10%, due on demand.                                                                        63,750

         Note payable to a company, unsecured, interest
          at 24%, due on demand.                                                                         7,100
                                                                                               ----------------

                Total notes payable                                                                     165,850

                Less: current portion                                                                  (165,850)
                                                                                              -----------------

                Long-term notes payable                                                       $             -
                                                                                              =================

              Maturities of notes payable are as follows:

                     Year Ending
                     December 31,                                                                     Amount
                  -----------------                                                            -----------------
                         2006                                                                  $         165,850
                                                                                               -----------------

                        Total                                                                  $         165,850
                                                                                               =================
</TABLE>

NOTE 4 - COMMON AND PREFERRED STOCK TRANSACTIONS

     Effective  February 1, 2004,  the Company  issued  2,500,000  shares of its
     common stock valued at $0.011 per share to acquire Secure Networks, Inc.

     Effective May 14, 2004, the Company issued  3,150,000  shares of its common
     stock valued at $0.005 per share in satisfaction of interest payable due to
     an individual by the Company.

                                       28
<PAGE>

                                SPORTSNUTS, INC.
                 Notes to the Consolidated Financial Statements
                           December 31, 2005 and 2004

NOTE 4 - COMMON AND PREFERRED STOCK TRANSACTIONS (Continued)

     Effective  October 4, 2004,  the  Company  issued  5,000,000  shares of its
     common stock valued at $0.005 per share in  satisfaction of obligations for
     consulting services received by the Company.

     Effective  October 11, 2004,  the Company  issued  2,400,000  shares of its
     common  stock in  exchange  for the  exercise of stock  options  held by an
     employee of the  Company.  The Company  has  recorded a stock  subscription
     receivable of $61,750 as payment has not yet been received.

     Effective  March 11,  2005,  the Company  issued  10,000,000  shares of its
     common  stock  in  exchange  for the  exercise  of  stock  options  held by
     employees and consultants of the Company.  The Company has recorded a stock
     subscription receivable of $100,000 as payment has not yet been received.

NOTE 5 - OPTIONS AND WARRANTS

     Employee Stock Options
     ----------------------

     In January 2005, the Company issued 2,000,000 options to an employee of the
     Company  exercisable at $0.01 per share.  On March 11, 2005,  these options
     were exercised (See Note 4). The following tables summarize the information
     regarding employee stock options at December 31, 2005:
<TABLE>
<S>                   <C>                                                                       <C>

                      Options outstanding at December 31, 2004                                          19,735,000
                      Options granted                                                                    2,000,000
                      Options cancelled                                                                (1,585,000)
                      Options exercised                                                                 (2,000,000)
                                                                                                ------------------
                      Options outstanding at December 31, 2005                                          18,150,000
                                                                                                ==================
                      Weighted average exercise price of options
                      outstanding at December 31, 2005                                          $             0.01
                                                                                                ==================
</TABLE>
<TABLE>
<CAPTION>

                                   Number of         Weighted                        Number of
                                    Options           Average        Weighted         Options        Weighted
                                  Outstanding        Remaining       Average       Exercisable at     Average
                  Exercise        December 31,      Contractual      Exercise       December 31,     Exercise
                   Prices            2005              Life           Price             2005           Price
               ---------------- ----------------- ----------------- ------------ ----------------- -------------
<S>            <C>               <C>              <C>               <C>            <C>              <C>

               $         0.005         8,750,000             2.82   $      0.005        5,816,666  $       0.005
               $         0.020         9,300,000             1.17   $      0.020        9,300,000  $       0.020
               $         0.030           100,000             0.26   $      0.030          100,000  $       0.030
</TABLE>


     The  Company  applies  APB  Opinion  25  and  related   Interpretations  in
     accounting for its plan.  Accordingly,  no expense has been  recognized for
     its stock  option plan during the years ended  December  31, 2005 and 2004.
     Had compensation cost for the Company's stock-based  compensation plan been
     determined based on the fair value at the grant dates for awards under such
     plan  consistent  with the method of FASB  Statement 123,  "Accounting  for
     Stock-Based  Compensation" (SFAS No. 123), the Company's net loss and basic
     loss per common share would have been as indicated below:

                                       29
<PAGE>

                                SPORTSNUTS, INC.
                 Notes to the Consolidated Financial Statements
                           December 31, 2005 and 2004

NOTE 5 -      OPTIONS AND WARRANTS (Continued)
<TABLE>
<CAPTION>

                                                                                          December 31,
                                                                            -----------------------------------------
                                                                                   2005                   2004
                                                                            ------------------    -------------------
<S>          <C>                                                            <C>                   <C>

              Net income (loss) as reported                                 $        321,337            $  (553,574)
              Pro forma net income (loss)                                             314,154              (553,574)
              Basic loss per share as reported                                           0.00                 (0.01)
              Pro forma basic loss per share                                $            0.00           $     (0.01)

              The Company estimates the fair value of each stock option at the
              grant date and re-valuation date by using the Black-Scholes option
              pricing model based on the following assumptions:

                      Risk free interest rate                                                                  2.37%
                      Expected life                                                                       0.25 Years
                      Expected volatility                                                                       1.86
                      Dividend yield                                                                             0.0

              Non-Employee Stock Options
              --------------------------

              In January 2005, the Company issued 8,000,000 options to non
              employees of the Company exercisable at $0.01 per share. On March
              11, 2005, these options were exercised (See Note 4). The following
              tables summarize the information regarding non-employee options
              outstanding at December 31, 2005.

                      Options outstanding at December 31, 2004                                              20,000
                      Options granted                                                                    8,000,000
                      Options cancelled                                                                   (20,000)
                      Options exercised                                                                (8,000,000)
                                                                                                ------------------
                      Options outstanding at December 31, 2005                                                -
                                                                                                ==================

                      Weighted average exercise price of non-employee
                      options outstanding at December 31, 2005                                  $             0.00
                                                                                                ==================

              The Company applies SFAS No. 123 for options issued to
              non-employees, which requires the Company to estimate the fair
              value of each option issued at the grant date by using the
              Black-Scholes pricing model with the following assumptions:

                                 Risk free interest rate                                                    2.37%
                                 Expected life                                                         0.25 Years
                                 Expected volatility                                                         1.86
                                 Dividend yield                                                               0.0
</TABLE>

As            a result of applying SFAS No. 123, the Company had non-employee
              compensation expense of $28,732 and $-0- during the years ended
              December 31, 2005 and 2004, respectively.

NOTE 6 - OPERATING LEASES

     The  Company  leases  two (2)  different  facilities  under  non-cancelable
     operating  leases  expiring  in 2005.  Rental  expense  for the years ended
     December 31, 2005 and 2004 was $55,070 and $52,284, respectively.

                                       30
<PAGE>

                                SPORTSNUTS, INC.
                 Notes to the Consolidated Financial Statements
                           December 31, 2005 and 2004

NOTE 7 - GOING CONCERN

     The accompanying  financial statements have been prepared assuming that the
     Company  will  continue  as  a  going  concern,   which   contemplates  the
     realization of assets and  satisfaction of liabilities in the normal course
     of business.  The Company has sustained  significant  net losses which have
     resulted in an  accumulated  deficit at December 31, 2005 of  approximately
     $23,300,000 and has  experienced  periodic cash flow  difficulties,  all of
     which raise  substantial  doubt regarding the Company's ability to continue
     as a going concern.

     To date the  Company has funded its  operations  through a  combination  of
     short and  long-term  loans and the private  placement of its common stock.
     The Company  anticipates  another net loss for the year ended  December 31,
     2006 and with the expected cash  requirements for the coming year, there is
     substantial doubt as to the Company's ability to continue operations.

     The Company believes these conditions have resulted from the inherent risks
     associated  with small startup  technology-oriented  companies.  Such risks
     include,  but are not limited to, the ability to (i) generate  revenues and
     sales of its products and services at levels  sufficient to cover its costs
     and provide a return for  investors,  (ii)  attract  additional  capital in
     order to finance  growth,  (iii) further  develop and  successfully  market
     commercial products and services,  and (iv) successfully compete with other
     comparable  companies having financial,  production and marketing resources
     significantly greater than those of the Company.

     The Company is attempting  to improve these  conditions by way of financial
     assistance  through  issuances  of  additional  equity  and  by  generating
     revenues through sales of products and services.

NOTE 8 - RELATED PARTY TRANSACTIONS

     From time to time,  the Company  makes  advances to a company with a common
     officer.  These  advances  are short term in nature and due on demand.  The
     balance receivable at December 31, 2005 was $22,212.

     From time to time, an officer of the Company and an entity he owns paid for
     expenses  of the  Company  for  which  he has not  been  reimbursed.  These
     unreimbursed  expenses are disclosed as due to related parties. The balance
     due at December 31, 2005 was $153,711.

NOTE 9 - SEGMENT REPORTING

     SportsNuts,  Inc.'s  reportable  segments  are  business  units  that offer
     different products and services.  The Company has three reportable business
     segments:   online  services,   sports  event  management  and  information
     technology  consulting.  The online services segment provides internet team
     and  league   management  for  amateur  sports   organizations  and  online
     registrations  for sporting  events.  The sports event  management  segment
     creates,  promotes and manages sporting events. The information  technology
     consulting segment provides services related to computer hardware, software
     and websites.

     The policies  applied to determine the segment  information are the same as
     those described in the summary of significant accounting policies (Note 1).
     All  significant  intersegment  transactions  have been  eliminated  in the
     consolidated financial statements.  Financial information as of and for the
     year ended December 31, 2005 with respect to the reportable  segments is as
     follows:

                                       31
<PAGE>

                                SPORTSNUTS, INC.
                 Notes to the Consolidated Financial Statements
                           December 31, 2005 and 2004

NOTE 9 - SEGMENT REPORTING (Continued)
<TABLE>
<CAPTION>

                                                                                                       Information
                                                                  Online           Sports Event        Technology
                                                                 Services           Management         Consulting
                                                              ---------------     ---------------    ----------------
<S>                                                           <C>                 <C>                <C>

              Cash                                            $        1,637      $        1,598     $        63,468
              Fixed assets, net                                        8,800               1,819               1,092
              Total assets                                            67,243              35,899             118,381
              Total liabilities                                    2,372,268              37,797             222,196
              Revenues                                                22,685             140,396             475,444
              Cost of goods sold                                      11,616              93,641             375,585
              Other income (expense)                                 729,627             (4,028)            (13,044)
              Segment profit (loss) before tax effect                343,108             (8,629)            (13,142)
</TABLE>

NOTE 10 - DISPOSITION AND SALE OF SUBSIDIARIES

     Synerteck Incorporated
     ----------------------

     On  November  15,  2004,  the  Company  distributed  all of its  shares  of
     Synerteck  Incorporated (a wholly owned  subsidiary) to the shareholders of
     SportsNuts, Inc. on a pro-rata basis by way of an exchange and distribution
     of 100% of Synerteck's  outstanding  shares. The total number of SportsNuts
     shares outstanding has not changed due to this transaction which terminated
     the parent/subsidiary relationship.

     Sports Management Partners, Inc.
     --------------------------------

     On  October  14,  2004,  the  Company  sold  all of its  shares  of  Sports
     Management  Partners,  Inc. (SMPI) (a wholly owned subsidiary) to a related
     individual for $1. SMPI has had no activity since 2002. At the time of sale
     SMPI had an accumulated deficit of $289,851,  liabilities of $350,161 and a
     deficit  in paid-in  capital of  $60,310.  SportsNuts  no longer  holds any
     interest   in  SMPI  due  to  this   transaction   which   terminated   the
     parent/subsidiary relationship. As the transaction was with a related party
     no gain has been  reported in the income  statement and the effects of this
     transaction have been included in additional paid-in capital.




                                       32
<PAGE>

ITEM  8:  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE.

         None

ITEM 8A:  CONTROLS AND PROCEDURES

     The Company's  principal executive officer and principal financial officer,
based on their  evaluation of the Company's  disclosure  controls and procedures
(as defined in Rules 13a-14 (c) and 15d-14(c) of the Securities  Exchange Act of
1934) as of  December  31, 2005 have  concluded  that the  Company's  disclosure
controls  and  procedures  are adequate  and  effective to ensure that  material
information  relating  to the  Company  and its  consolidated  subsidiaries  are
recorded,  processed,  summarized and reported within the time periods specified
by the SEC's  rules and  forms,  particularly  during  the  period in which this
annual report has been prepared.

     The Company's  principal  executive officer and principal financial officer
have concluded that there were no significant  changes in the Company's internal
controls or in other factors that could significantly  affect these controls for
the year ended  December 31, 2005,  the date of their most recent  evaluation of
such  controls,  and that there were no  significant  deficiencies  or  material
weaknesses in the Company's internal controls.


ITEM 8B: OTHER INFORMATION

         None














                                       33
<PAGE>

                                    PART III

ITEM 9:  DIRECTORS,  OFFICERS,  PROMOTERS AND CONTROL  PERSONS;  COMPLIANCE WITH
     SECTION 16(A) OF THE EXCHANGE ACT.

     Pursuant to the Company's Delaware Certificate of Incorporation and Bylaws,
the  Company's  Board of  Directors  (the  "Board")  has been divided into three
classes,  with only a single class subject to re-election each year. The initial
re-election  of the Board under this  procedure  requires  the  directors  to be
nominated to serve a one-, two-, or three-year term.  Thereafter,  any director,
whether  elected  or  re-elected,  will  serve a  three-year  term.  Each of the
Company's eight  directorships has been divided into one of these three classes,
with one class  containing two  directorships  and two classes  containing three
directorships.  Kenneth I. Denos, age 38, is the Chief Executive  Officer of the
Company and  currently  the only  executive  officer of the Company and the only
member  of the  Board of  Directors.  A short  summary  of Mr.  Denos'  business
experience  is  below.  His  term of  office  will  expire  at the  next  annual
shareholders  meeting. No annual  shareholders'  meeting is planned for the year
2006.

     KENNETH DENOS, age 38, has worked with SportsNuts since November, 1998, and
has served as the Company's Chief Executive Officer, General Counsel, Secretary,
and a member of the Board of Directors since April,  1999. Mr. Denos also serves
on the Board of  Directors  of  Moore,  Clayton & Co.,  Inc.,  an  international
strategic  and advisory  firm with offices in Los  Angeles,  Houston,  Salt Lake
City, San Francisco,  New York City,  South Africa,  and London.  Mr. Denos also
serves on the Board of Directors of Ridgecrest  Healthcare  Group,  Inc.  (Other
OTC:  RCHG) a healthcare  advisory  firm based in Los  Angeles.  Mr. Denos is an
executive officer of Equus II Incorporated  (NYSE: EQS), a business  development
company based in Houston and traded on the New York Stock Exchange.  Previously,
from 1996 to 1998, Mr. Denos practiced with the Salt Lake City-based law firm of
Jones,  Waldo,  Holbrook & McDonough,  concentrating  on growing  technology and
Internet-based companies, providing assistance in corporate governance, debt and
equity  financing,  joint  ventures,  licensing,  mergers,   acquisitions,   and
securities  law  compliance.  Mr. Denos holds a Bachelor of Arts degree from the
University of Utah in Business Finance and Political Science, and holds a Master
of Business Administration Degree from the University of Utah School of Business
and a Juris  Doctor  from  the  University  of Utah  College  of Law.  Prior  to
practicing with Jones, Waldo, he was special projects manager at Utah Technology
Finance Corporation, a technology based venture lending agency.

BOARD OF DIRECTORS MEETINGS AND COMMITTEES

     Although various items were reviewed and approved by the Board of Directors
during 2004,  the Board held no meetings  during the fiscal year ended  December
31, 2005.

     The Company does not have Audit or Compensation  Committees of the Board of
Directors.  Because of the lack of financial resources available to the Company,
the Company  also does not have an "audit  committee  financial  expert" as such
term is described in Item 401 of Regulation  S-B  promulgated  by the Securities
and Exchange Commission.

COMPENSATION OF DIRECTORS

     Although the Company  anticipates  compensating the members of its Board of
Directors in the future at industry  levels,  current  members are not paid cash
compensation for their service as directors. Each director may be reimbursed for
certain  expenses  incurred  in  attending  Board  of  Directors  and  committee
meetings.  Directors may also be granted stock options under the Company's  2000
Stock Option Plan. Code of Ethics

                                       34
<PAGE>

CODE OF ETHICS

     We have  adopted  a code of ethics  that  applies  to all of our  executive
officers and senior financial  officers  (including our chief executive officer,
chief financial officer and any person performing similar functions).  A copy of
our code of ethics is publicly  available  on our website at  www.sportsnuts.com
under the caption "INVESTORS." If we make any substantive amendments to our code
of ethics or grant any waiver,  including any implicit waiver,  from a provision
of the code to our chief  executive  officer,  chief  financial  officer,  chief
accounting officer or controller,  we will disclose the nature of such amendment
or waiver in a report on Form 8-K.


















                                       35
<PAGE>

ITEM 10:  EXECUTIVE COMPENSATION.

     The following table sets forth certain information regarding the annual and
long-term compensation for services rendered in all capacities during the fiscal
year ended  December  31,  2005,  2004,  and 2003 of those  persons who were the
Company's Chief Executive Officer and other executive officers of the Company.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                                                                              Long-Term
                               Annual Compensation                          Compensation
                               -------------------                          ------------

                                                                                                      All Other
Name and                     Year               Salary           Bonus           Securities         Compensation
Principal                    ----               ------           -----           Underlying         ------------
Position                                                                          Options
--------                                                                          -------
<S>                        <C>              <C>                  <C>              <C>               <C>

Kenneth Denos              2005(1)          $100,000             $0                 $0                   $0
CEO                        2004(2)          $100,000             $0                 $0                   $0
                           2003(3)          $100,000             $0                 $0                   $0
</TABLE>

(1) Represents $100,000 in earned but unpaid salary during 2005.
(2) Represents $100,000 in earned but unpaid salary during 2004.
(3) Represents $100,000 in earned but unpaid salary during 2003.


AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR END OPTION VALUES

<TABLE>
<CAPTION>

                                                                 Number of                   Value of Unexercised
                                                           Unexercised Options at            In-the-Money Options
                                                             December 31, 2005             at December 31, 2005(1)

                            Shares
                           Acquired          Value              Exercisable/                    Exercisable/
        Name              On Exercise      Realized             Unexercisable                   Unexercisable
        ----              -----------      --------             -------------                   -------------
<S>                       <C>              <C>                  <C>                             <C>

Kenneth Denos                  0               0                1,000,000/0                          0/0

Kenneth Denos                  0               0                9,000,000/0                          0/0
</TABLE>

(1) Based on the closing sales price of the Common Stock on the NASD Electronic
Bulletin Board on December 31, 2005 of $0.004.




                                       36
<PAGE>


ITEM 11:  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANGEMENT  AND
     RELATED STOCKHOLDER MATTERS.

     (a) Security Ownership of Certain Beneficial Owners and Management.

     The following table sets forth certain information regarding the beneficial
ownership  of the  Company's  Common  Stock (par  value  $0.002 per share) as of
February  10, 2006 by (i) each person (or group of  affiliated  persons)  who is
known by the Company to beneficially own more than 5% of the outstanding  shares
of the Company's Common Stock,  (ii) each person who has served as a director or
executive  officer of the Company  during the calendar year 2005,  and (iii) all
persons who have served as a director or executive officer of the Company during
the calendar year 2005 as a group.  As of such date, the Company had 121,321,086
shares of Common Stock outstanding.  Unless indicated otherwise, the address for
each officer,  director,  and 5%  shareholder  is c/o the Company,  10757 South,
River Front Parkway, South Jordan, Utah 84095.

<TABLE>
<CAPTION>

                                                                                  COMMON STOCK
                                                                                  ------------

              DIRECTORS, EXECUTIVE OFFICERS,
                      5% STOCKHOLDERS                               NUMBER               PERCENT OF CLASS(1)
                      ---------------                               ------               ----------------
<S>                                                               <C>                    <C>

Kenneth Denos(2)                                                  25,667,953                    19.12%

Prestbury Investment Holdings Limited(3)                          25,000,000                    22.39%

Nigel Wray(4)                                                     25,000,000                    22.39%

Nicholas Leslau(5)                                                25,000,000                    22.39%

Gardner Management, Inc. Profit Sharing Plan and Trust(6)         19,026,607                    16.07%

Moore, Clayton & Co., Inc.(7)                                     14,667,953                    11.71%

Todd Shell(8)                                                     7,500,000                     6.72%
-------------                                                     ---------                     -----

All directors and officers as a group                             25,667,953                    19.12%
(1 person)
</TABLE>

     (1) For each  shareholder,  the  calculation  of  percentage  of beneficial
ownership is based upon  121,321,086  shares of Common Stock  outstanding  as of
February  10,  2003,  and shares of Common  Stock  subject to options,  warrants
and/or conversion rights held by the shareholder that are currently  exercisable
or  exercisable  within 60 days,  which are deemed to be  outstanding  and to be
beneficially  owned  by the  shareholder  holding  such  options,  warrants,  or
conversion rights. The percentage  ownership of any shareholder is determined by
assuming that the shareholder has exercised all options, warrants and conversion
rights  to  obtain  additional  securities  and  that no other  shareholder  has
exercised  such rights.  Except as otherwise  indicated  below,  the persons and
entity named in the table have sole voting and investment  power with respect to
all  shares of Common  Stock  shown as  beneficially  owned by them,  subject to
applicable community property laws.

(2) Chief Executive Officer,  Secretary,  and Director of the Company.  Includes
2,000,000 shares of Common Stock held directly by Mr. Denos and 9,000,000 shares
of Common  Stock  issuable  upon  exercise of options held by Mr. Denos that are
currently  exercisable or will become  exercisable  within 60 days.  Because Mr.
Denos is a member  of the Board of  Directors  of  Moore,  Clayton  & Co.,  Inc.
("MCC"),  this number also includes  1,071,429  shares held directly by MCC, and
certain  promissory  notes  held by MCC  that  are  currently  convertible  into
13,596,524 shares of Common Stock.

(3)  Principal  Shareholder  of the  Company.  Includes  25,000,000  shares held
directly by Prestbury Investment Holdings Limited ("PIHL").

(4) Prinicipal of PIHL and,  together with Mr. Nicholas Leslau,  the controlling
shareholders of PIHL.  Includes  25,000,000 shares of Common Stock held directly
by PIHL.

                                       37
<PAGE>

(5)  Principal  of PIHL and,  together  with Mr.  Nigel  Wray,  the  controlling
shareholders of PIHL.  Includes  25,000,000 shares of Common Stock held directly
by PIHL.

(6) Principal  Shareholder of the Company.  Includes 12,273,895 shares of Common
Stock held directly by Gardner  Management,  Inc.  Profit Sharing Plan and Trust
and 6,752,712 shares of Common Stock issuable upon the exercise of a Convertible
Promissory Note held by the Trust.

(7)  Principal  Shareholder  of the  Company.  Includes  1,071,429  shares  held
directly by MCC and certain  promissory  notes held by MCC that are  convertible
into 13,596,524 shares of Common Stock.

(8) Principal  Shareholder of the Company.  Includes  5,000,000 shares of Common
Stock held  directly by Mr. Shell and  2,500,000  shares of Common Stock held by
Kelli Shell, the wife of Mr. Shell.



         (B) SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.


<TABLE>
<CAPTION>

                                      NUMBER OF             WEIGHTED-AVERAGE               NUMBER OF SECURITIES
                                     SECURITIES            EXERCISE PRICE OF                    REMAINING
                                  TO BE ISSUED UPON          OUTSTANDING               AVAILABLE FOR FUTURE ISSUANCE
                                    EXERCISE OF                OPTIONS,                  UNDER EQUITY COMPENSATION
                                 OUTSTANDING OPTIONS,        WARRANTS AND               PLANS (EXCLUDING SECURITIES
                                 WARRANTS AND RIGHTS            RIGHTS                    REFLECTED IN COLUMN (A)
<S>                              <C>                        <C>                       <C>

                                         (A)                     (B)                                (C)

Equity compensation
plans approved by                    50,000,000                $0.011                           19,400,000
security holders

Equity compensation
plans not approved by                     0                      $0                                  0
security holders

                        TOTAL        50,000,000                $0.011                           19,400,000
</TABLE>



     (C) POSSIBLE CHANGE OF CONTROL.

     To reduce the Company's  debts,  the Company may attempt to convert certain
of its  liabilities  into Common Stock during 2006 and 2007,  depending upon the
agreement of various creditors of the Company.  These liabilities are the result
of loans received by the Company,  accrued payroll expense for various employees
of the Company,  and operating  liabilities  incurred but unpaid during the past
five years.  Although the Company will  endeavor to obtain the highest  possible
conversion  price to such  liabilities,  the  collective  effect of converting a
substantial amount of this debt may result in a change of control of the Company
in favor of certain of the Company's larger creditors.


ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     During  2000-2005,  Kenneth I. Denos,  the Chief  Executive  Officer of the
Company,  made various loans to the Company in his personal capacity and through
a professional  corporation  controlled by Mr. Denos.  These loans,  aggregating
$79,000,  were made for working capital purposes,  are due upon demand, and bear
interest at the rate of ten percent (10%) per annum until repaid.

                                       38
<PAGE>

     Since May 2000,  Kenneth I. Denos,  the Company's Chief Executive  Officer,
has not  been  paid a salary  for his  services,  although  his  salary  payment
obligation  has been  accrued on the books of the  Company.  As of December  31,
2005,  such accrued payroll  liability and related  expenses  totaled  $778,481.
Accordingly,  the Company may seek to convert some or all of Mr. Denos'  payroll
liability  into stock of the Company,  the result of which could be the issuance
of a substantial  number of shares of Common Stock and  substantial  dilution to
current stockholders.

     Commencing  May 1, 2006,  the Company  will  become a  subtenant  of Acadia
Properties,  Inc., an entity controlled by Kenneth I. Denos, the Company's Chief
Executive Officer.  Acadia Properties will charge the Company $500 per month for
use of its facilities, telephones, and limited use of office supplies.

ITEM 13: EXHIBITS AND REPORTS ON FORM 8-K.

     (A)  DOCUMENTS FILED AS A PART OF THIS REPORT

          (1)  FINANCIAL STATEMENTS

          See  "Item 7 - Financial Statements Required by Form 10-KSB."

          (2)  FINANCIAL STATEMENT SCHEDULES

     The  following  Financial  Statement  Schedules  of  the  Company  and  its
     subsidiaries,  together with the report of Bouwhuis Morrill & Company, LLC,
     the Company's  independent  accountants,  thereon are filed as part of this
     Report on Form  10-KSB as listed  below and  should be read in  conjunction
     with the consolidated financial statements of the Company:

     Report of Bouwhuis  Morrill & Company,  LLC,  Independent  Accountants,  on
Financial Statement Schedules.

          (3)  EXHIBITS

          See "Index to Exhibits."

     (B)  REPORTS ON FORM 8-K

     No reports on Form 8-K were filed  during the quarter  ended  December  31,
2004.


ITEM 14:  PRINCIPAL  ACCOUNTANT  FEES AND  SERVICES
     FEES  BILLED  FOR AUDIT AND NON-AUDIT SERVICES

     The following table  represents the aggregate fees billed for  professional
audit services rendered to the Company by Bouwhuis,  Morrill & Company, LLC, our
current  independent  auditor,  ("BMC")  for the audit of the  Company's  annual
financial  statements  for the years ended  December 31, 2005 and 2004,  and all
fees billed for other services rendered by BMC during those periods.

<TABLE>
<CAPTION>

Year Ended December 31                                        2005                              2004
----------------------                                        ----                              ----



                                       39
<PAGE>

<S>                                                       <C>                            <C>

Audit Fees(1)                                                  $0                              $12,090
Audit-Related Fees(2)                                           0                                 0
Tax Fees(3)                                                     0                                 0
All Other Fees(4)                                                                                2,365
                                                          -----------                       ----------

Total Accounting Fees and Services                           $00000                         $   14,455
</TABLE>


(1) Audit Fees.  These are fees for  professional  services for the audit of the
Company's  annual  financial  statements,  and for the  review of the  financial
statements  included in the Company's  filings on Form 10-QSB,  and for services
that are normally  provided in connection with statutory and regulatory  filings
or engagements. The amounts shown for BMC in 2003 relate to (i) the audit of the
Company's  annual  financial  statements  for the fiscal year ended December 31,
2002, and (ii) the review of the financial  statements included in the Company's
filings on Form 10-QSB for the first,  second and third  quarters  of 2003.  The
amounts  shown for BMC in 2004 relate to (i) the audit of the  Company's  annual
financial  statements  for the fiscal year ended December 31, 2003, and (ii) the
review of the financial  statements  included in the  Company's  filings on Form
10-QSB for the first, second and third quarters of 2004.

(2)  Audit-Related  Fees.  These are fees for the assurance and related services
reasonably  related  to the  performance  of the  audit  or  the  review  of the
Company's financial statements.

(3) Tax Fees.  These are fees for  professional  services  with  respect  to tax
compliance, tax advice, and tax planning.

(4) All  Other  Fees.  These  are fees for  permissible  work that does not fall
within any of the other fee categories, i.e., Audit Fees, Audit-Related Fees, or
Tax Fees.



INDEX TO EXHIBITS


<TABLE>
<CAPTION>

         EXHIBIT
         NUMBER                                              TITLE OF DOCUMENT
         ------                                              -----------------
<S>      <C>               <C>

           3.1             Certificate of Incorporation of SportsNuts, Inc., a Delaware corporation. (1)

           3.2             Bylaws of SportsNuts, Inc., a Delaware corporation. (1)

          10.1             Convertible Promissory Note and Security Agreement among Gardner Management, Inc.
                           Profit Sharing Plan and Trust, SportsNuts.com, Inc., Sportzz.com, Inc., and the
                           Company, including amendments, dated February 1, 2000.(3)

          10.2             SportsNuts, Inc. 2000 Stock Option Plan.(4)

          21.1             Subsidiaries of the Registrant (5)
                           Certification by Chief Executive Officer and Chief Financial Officer, Kenneth I.
          99.1             Denos, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
                           Certification by Chief Executive Officer and Chief Financial Officer, Kenneth I.
          99.2             Denos, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
</TABLE>


(1) Filed as an Exhibit to the Company's quarterly report on Form 10-QSB, filed
with the Commission on August 14, 2001.

(2) Filed as an Exhibit to the Company's quarterly report on Form 10-QSB, filed
with the Commission on August 14, 2001.

(3) Filed as an Exhibit to the Company's annual report on Form 10-KSB, filed
with the Commission on March 30, 2000.


                                       40
<PAGE>

(4) Filed as an Exhibit to the Company's Quarterly Report on Form 10-QSB, filed
with the Commission on May 11, 2001.

(5) Filed as an Exhibit to the Company's quarterly report on Form 10-QSB, filed
with the Commission on March 17, 2004.



















                                       41
<PAGE>


                                   SIGNATURES

     In  accordance  with Section 13 or 15(d) of the  Exchange  Act, the Company
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                         SPORTSNUTS, INC.


Dated: March 25, 2006                           By:  /s/ Kenneth Denos
                                                     ----------------------
                                                     Kenneth Denos
                                                     Chief Executive Officer
                                                     and Chief Financial Officer






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